As proxy season gets started, we have already seen quite a few proxy statements and other filings, like Forms 10-K, that include the CEO pay ratio disclosures required by Dodd-Frank. In these filings, some consistent themes have arisen as well as some items and language that companies may want to consider including in their upcoming proxy statements...

“Say on Pay” Hasn’t Gone A-Way Under Tax Reform, Reminds ISS* Internal Revenue Code Section 162(m) imposes a $1 million limit on the amount most public companies can deduct for compensation paid to any “covered employee.” The Tax Cuts and Jobs Act (the Act) significantly changes Section 162(m) by eliminating the exception for “qualified performance-based compensation,” expanding the “covered employee” group and expanding the definition of “publicly held corporation.” Compliance with the now-defunct qualified performance-based compensation exception to Section 162(m) required covered companies to, among other things, periodically seek and obtain shareholder approval of executive compensation ...

The removal of four Wells Fargo directors, in connection with other sanctions imposed on the bank by the Federal Reserve, has far reaching implications for the corporate governance of large, sophisticated health care systems and other health industry companies. Announced on February 2, the Fed’s enforcement action has been widely interpreted as a powerful regulatory message of governance accountability for failures of board oversight...

In addition, the consulting firm Spencer Stuart recently cited the following key governance practices of “S&P 500” boards: many companies are supplementing boards with first-time directors; board diversity is slowly progressing; director age (and retirement age) is going up; term limits are not common; ...

The Tax Cuts and Jobs Act has been passed by both the House and the Senate and signed into law by President Trump. Although the final bill did not include a repeal of Code Section 409A, the complex regulatory scheme governing the taxation of deferred compensation, it may still have a significant impact on the current compensation practices of public and tax-exempt employers...

That language is broad enough to encompass virtually any act or omission, including fraudulent or dishonest conduct or actions which are not related to corporate governance , mergers and acquisitions or the marketing of securities. While D&O policies separately contain exclusions for fraudulent or ...

These challenges will impact governance elements ranging from the frequency and manner of board meetings, to information flow, to expectations of director engagement and to the board-management dynamic. These developments include, in no particular order: (1) the threat of significant business ...

... proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and ...

Numerous elements of the Equifax controversy implicate corporate governance across a broad range of oversight, insurance, executive transition and ...

As a general matter, Microsoft evaluates its governance framework on a routine basis to ensure that its policies meet the needs of the company and ...

Health system general counsel are well advised to monitor developments involving the scrutiny of governance and operations of the University of ...

An important new study concludes that CEO terminations for ethical lapses (as a percentage of overall CEO successions) has dramatically increased over the last five years. The study also reflects the willingness of boards to reclaim compensation from so called "unethical CEOs.” The survey results are suggestive of a growing climate of accountability in corporate boardrooms across the globe...

Michael Peregrine and guest Dr. David Nygren take on the extraordinary governance challenge of the dysfunctional board. In addition to being a ...

If the UK Business, Energy and Industrial Strategy Committee's recent report on its inquiry into corporate governance is anything to go by, we may be ...

One example is governance and culture. In the last year, many regulators have discussed corporate governance considerations and compliance ...

Lawyers are often asked to serve on Boards of nonprofit corporations and if they do so, they will often be asked by other directors about the potential individual liability of a director for actions of the nonprofit, for actions of the director and for actions of other directors. It is essential therefore that such lawyers understand the risks involved. It is the purpose this Article to further that understanding...

Acting SEC Chairman Michael S. Piwowar spoke at the SEC Speaks Conference on February 24, offering his remarks on a variety of topics, including the SEC’s disclosure regime and “non-material” disclosure requirements (referring specifically to conflict minerals, pay ratio and resource extraction disclosure requirements) and the assessment of corporate penalties for wrongdoing, among others...

Even before President Trump’s nomination of Jay Clayton as the next Chairman of the Securities and Exchange Commission (“ SEC ” or “ Commission ”), signs have been appearing that changes are afoot within the Division of Enforcement (“ Enforcement Division ”)...

The Court of Chancery granted a motion to dismiss a shareholder derivative action brought against the board of directors of UPS for breach of their ...

How a Trump administration, working with a Republican-controlled Congress, might impact corporate governance remains far from clear. But the ...

All officers and members of boards of directors of quasi-public or private corporations while rendering actual service for the corporations for pay; ...

SEC Issues Proposed Rules Requiring Use of Universal Proxy The Securities and Exchange Commission has proposed amendments to the federal securities laws that would require use of universal proxies in connection with contested elections of directors. These universal proxies would include the names of all nominees for election to the board of directors, including both the registrant’s slate of nominees and a dissident party’s nominees.

Twelve Things to Know About SEC’s Whistleblower Program Tuesday, December 6, 2016 The Securities and Exchange Commission ’s whistleblower program , like the whistleblower programs of other government agencies, provides bounties to persons who provide information that leads to successful enforcement actions.

It's not often that you see a company soliciting consents to remove one of its sitting directors. .... proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act ...