Thomas Gorman on the SEC's Expanded Role in Corporate Governance after Dodd-Frank

The federal securities laws have traditionally focused largely on disclosure, leaving corporate governance to state law. Nevertheless, Dodd-Franks expands the Commission's role in corporate governance in three key areas. This is consistent with the impact of the legislation on the SEC's Enforcement...

Chamber, SEC May Sow the Seeds for Corporate Governance Compromise

For those of you who spend a great deal of time preparing the myriad of filings for regulators and/or board meetings there were two news events worth noting last week. The U.S. Chamber of Commerce called for new corporate governance standards that promote investment and aid economic growth and...

Delays in Compensation, Pay-for-Performance and Clawback Rules May be Problematic

Conflict minerals disclosure, mine safety disclosure, resource extraction issuer disclosure, new exchange listing standards for compensation committee and compensation consultant independence, pay-for-performance and pay ratios, clawback rules for executive compensation packages. Which one of these...

Enough Said Yet? Say on Pay Litigation May Have Had Its Day

As I have noted in prior posts (most recently here ), plaintiffs’ lawyers have rushed to filed “say on pay” lawsuits, either after a negative vote on the advisory shareholder vote on executive compensation, or more recently before the vote occurs based on alleged deficiencies in the...

Governance Insight Alert: Freeport McMoRan Copper & Gold

Governance Insight Alert Just before the holidays, Freeport McMoRan Copper & Gold (FCX) announced that it had torn up its employment agreement with its CEO, Richard Adkerson, who would henceforth be employed “at will.” FCX is no stranger to pay controversy, having lost two of its three...