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    1. Rethinking Stakeholder Engagement for the New Millennium

      Rethinking Stakeholder Engagement for the New Millennium

      What does stakeholder engagement mean in the 21 st century? How has the topic gained such traction over the past few years? What is the role of the compliance professional in stakeholder engagement? How does increased stakeholder engagement help to make companies stronger, more efficient and, most critically, more profitable?..

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    2. Time to Revisit Executive Compensation Arrangements in Light of Recent Tax Reform

      Time to Revisit Executive Compensation Arrangements in Light of Recent Tax Reform

      The Tax Cuts and Jobs Act of 2017 (the “Act”) signed into law on December 22, 2017, will significantly impact many public company executive compensation plans and arrangements. Companies should take this opportunity to revisit their overall compensation design and consider whether changes are appropriate to enhance flexibility and/or better align compensation design with the company’s business objectives...

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    3. Tax-Exempts And Public Companies Beware – Major Changes To Executive Compensation Tax Rules Loom

      Tax-Exempts And Public Companies Beware – Major Changes To Executive Compensation Tax Rules Loom

      On December 2, 2017, the U.S. Senate passed its version of the Tax Cuts and Jobs Act (the “Senate Bill”). Our Benefits Law Advisors blog previously discussed some of the major provisions of a draft House of Representatives version of the bill. The House version subsequently underwent significant changes, including removal of previously proposed changes to the taxation of nonqualified deferred compensation...

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    4. Activists at the Gate: Court of Chancery Weighs In on Claims Involving Activist Stockholders

      Activists at the Gate: Court of Chancery Weighs In on Claims Involving Activist Stockholders

      Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the courts in any subsequent litigation. These cases demonstrate the importance of careful responses by boards of directors to satisfy their fiduciary duties in the face of activist pressure...

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    5. Activist Shareholder, the CCO and Compliance

      Activist Shareholder, the CCO and Compliance

      It certainly is one thing for a company to make changes in their compliance program based upon ongoing monitoring, evolving best practices or remediation during an investigation. However, Boards of Directors, Chief Compliance Officers (CCOs) and compliance programs may now face a new source of dynamic tension in the form of activist shareholders...

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    6. CEO Pay Ratio Disclosure: Comparing CEO and Employee Compensation

      CEO Pay Ratio Disclosure: Comparing CEO and Employee Compensation

      In August 2015, the Securities and Exchange Commission (the SEC) adopted a final rule implementing Section 953(b) of the Dodd-Frank Act. The final rule requires U.S. public reporting companies to disclose the ratio of their principal executive officer's (the PEO) compensation to the compensation of their "median" employee...

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      Mentions: CEO SEC Compliance
    7. Leaving the Contractual Term “Voting Power” Undefined Could Be Risky Business

      Leaving the Contractual Term “Voting Power” Undefined Could Be Risky Business

      What does the contractual term “voting power” mean? Does it refer only to the power to elect corporate directors, or does it refer to the power to vote on any fundamental matter of corporate governance? Is voting power an attribute of stock, or is it something that shareholders possess? Commercial Division Justice Marcy Friedman’s recent decision in Special Situations Fund III QP, LP...

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    8. Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements

      Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements

      Embed To embed, copy and paste the code into your website or blog: As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010, Congress directed the Securities and Exchange Commission (SEC) to adopt pay ratio disclosure requiring public companies to disclose the ratio between the annual total compensation of the median employee and the company’s principal executive officer (PEO), generally the company’s chief executive officer (CEO)...

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    9. New York City Comptroller Launches Campaign for Corporate Board Diversity, Independence, and Climate Expertise

      New York City Comptroller Launches Campaign for Corporate Board Diversity, Independence, and Climate Expertise

      Comptroller Stringer sent letters to the boards of 151 companies calling on them to publicly disclose the skills, race and gender of board members and to discuss their process for adding and replacing board members, known as the “board refreshment” process, with the Comptroller’s Office...

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    10. SEC Charges Chief Compliance Officer for Failure to Verify Information

      SEC Charges Chief Compliance Officer for Failure to Verify Information

      David I. Osunkwo was a principal at Strategic Consulting Advisors, LLC, or SC Consulting. SC Consulting offered compliance consulting and CCO services to two SEC registered investment adviser firms under common control, Aegis Capital, LLC and Circle One Wealth Management, LLC. Respondent Osunkwo, a principal at SC Consulting, was designated as CCO to both Aegis Capital and Circle One...

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      Mentions: SEC Compliance
    11. SEC’s Investor Advisory Committee Airs Concerns Over Multi-Tiered Offerings Following Snap’s IPO

      SEC’s Investor Advisory Committee Airs Concerns Over Multi-Tiered Offerings Following Snap’s IPO

      Snap Inc., which debuted on the New York Stock Exchange (NYSE) on March 2 nd , was the largest tech IPO since Alibaba went public in 2014. Initially priced at $17 per share, the share price jumped to more than $24 by the end of the first trading day, raising $3.4 billion and beating market expectations...

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    12. "Cybersecurity Trends for Boards of Directors"

      "Cybersecurity Trends for Boards of Directors"

      Prioritizing the following three areas based on impending cyberthreats and emerging regulatory developments will help corporate directors stay ahead of the curve. 1. Re-Examine the Company’ The fall of 2016 ushered in a new cyberthreat with the massive denial-of-service attack levied against internet infrastructure provider Dyn, which knocked many of the world’ i.e ., the internet of things), such as cameras, webcams and digital video recorders, which were infected with malware and under the control of criminal actors. The exploitation of the internet of things was a game-changer for cybersecurity because it enables denial-of-service attacks of unprecedented strength ...

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    13. “Horizontal Shareholding:” Is Oligopoly Pricing a Symptom or the Disease?

      “Horizontal Shareholding:” Is Oligopoly Pricing a Symptom or the Disease?

      I. Background ’“DOJ”) let Delta Air Lines merge with Northwest Airlines. 1 Two years later, in 2010, the DOJ cleared United Airlines’ acquisition of Continental Airlines, after the companies divested some airport slots to Southwest Airlines. 2 The next year, the DOJ cleared Southwest’s acquisition of AirTran Airways.

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    14. Certain Considerations Relating to Virtual Shareholder Meetings

      Certain Considerations Relating to Virtual Shareholder Meetings

      Certain Considerations Relating to Virtual Shareholder Meetings more+ Contact To embed, copy and paste the code into your website or blog: Virtual annual shareholder meetings are gradually increasing year-over-year, but the absolute number is still small and investor resistance to the "virtual-only" format persists...

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