Publications

Compensation Recovery (“Clawback”) Provisions – Becoming Familiar with the Looming Requirement

Sometime, in the not too distant future, the Securities and Exchange Commission will finally begin the process of adopting rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 954, which added new Section 10D to the Securities Exchange Act of 1934, requires every public company listed on a national securities exchange to adopt, maintain, and...Read More

SEC Issues Final Rules for Compensation Committee and Adviser Independence Standards

On June 20, 2012, the Securities and Exchange Commission adopted final rules directing the national securities exchanges to amend their listing standards to require public companies to satisfy new independence requirements for their board compensation committees to maintain their listing status. The final rules are substantially similar to the proposed rules originally issued by the SEC on...Read More

"Say on Pay" at the Bay Area 150 – A First Look at Year Two

The non-binding shareholder advisory vote on the compensation of a company’s named executive officers (the so-called “Say-on-Pay Vote”) required by the Dodd-Frank Wall Street Reform and Consumer Protection Act continues to be the focal point of the 2012 proxy season. Now in its second year, the Say-on-Pay Vote has become the “report card” on the effectiveness of a...Read More

Newly-Public Companies and the ISS "Pay for Performance" Analysis

In 2011, Institutional Shareholder Services (“ISS”), the prominent corporate governance advisory services firm, made significant revisions to its CEO “pay for performance” analytics as part of its updates to its U.S. corporate governance policies for the 2012 proxy season. ISS is applying this revised analysis primarily in formulating its voting recommendation for...Read More

Executive Long Term Incentives: Making the Jump to Market Stock Units

Historically, technology companies have relied heavily on stock options to deliver executive long-term incentives. Many entrepreneurs and investors view options as the ultimate “pay-for-performance” vehicle, and employees in Silicon Valley have become accustomed to receiving these awards regardless of their rank, tenure, or title. Recently, however, we’ve seen a notable...Read More

The JOBS Act and Executive Compensation

On Thursday, April 5, 2012, President Obama signed into law H.R. 3606, the “Jumpstart Our Business Startups (“JOBS”) Act.” Primarily aimed at stimulating capital-raising transactions by small, developing businesses, the Act also contains provisions that (i) simplify the executive compensation compliance and disclosure requirements for certain growth-oriented companies...Read More

10 Tips for Enhancing Your 2012 Executive Compensation Disclosure

With the first year of mandatory Say-on-Pay votes now in the books, companies are turning to their 2012 proxy statements and the preparation of their executive compensation disclosure. As predicted, the shareholder advisory vote on executive compensation required by the Dodd-Frank Wall Street Reform and Consumer Protection Act had a dramatic impact on these disclosures in 2011 triggering...Read More

ISS Issues 2012 Policy Updates

Institutional Shareholder Services, the prominent corporate governance advisory services firm, has updated its U.S. corporate governance policies for 2012. In the aftermath of the first proxy season involving a mandatory shareholder advisory vote on executive compensation (the so-called “Say-on-Pay” vote), this latest annual update addresses several significant matters, including a revised...Read More

ISS Previews 2012 Policy Updates

Institutional Shareholder Services, the prominent corporate governance advisory services firm, has published a preview of certain of its likely corporate governance policies for U.S. companies for 2012. Although it is not a comprehensive summary of all of the policy changes that may apply in 2012, the preview highlights several important items for technology and life sciences companies,...Read More

Employee Stock Plan Proposals at the Bay Area 150

Even with the spotlight clearly focused on the new shareholder advisory votes on executive compensation (“Say-on-Pay”) during the 2011 proxy season, it was another bountiful year for employee stock plan proposals (that is, proposals to either adopt a new employee stock plan or increase the share reserve for an existing plan) within the public technology company community. As in prior years,...Read More

Court Strikes Down SEC “Proxy Access” Rule

Without a doubt, the most closely watched item of the 2011 proxy season has been the two shareholder advisory votes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act – the non-binding advisory vote on the executive compensation program (the so-called “Say-on-Pay Vote”) and the non-binding advisory vote on the preferred frequency (one, two, or three years) of future...Read More

Court Strikes Down SEC “Proxy Access” Rule

On Friday, July 22, 2011, the United States Court of Appeals for the D.C. Circuit issued its opinion in the case of Business Roundtable and Chamber of Commerce vs. Securities and Exchange Commission vacating the SEC’s so-called “proxy access” rule. This rule, which was adopted by a 3–2 vote of the Commission in August 2010, would have permitted a shareholder (or group of shareholders)...Read More