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...
The SEC released proposed rules required by the Dodd-Frank Act a few weeks ago. The proposal, if adopted, would require public companies to compare senior executives’ compensation with the actual performance of the company, measured by a shareholder...
The advisory shareholder vote required under the Dodd
Frank Act went through its first cycle in 2011, and by and large most
companies' shareholders approved the companies' executive compensation plans.
Only about 45 companies (less than 2%...
§ 5.08 Executive Compensation.
For years shareholders have complained of the highly lucrative executive
compensation arrangements maintained by their
companies, and some complaints have found their way into the courts. Examples
of such lawsuits...
A sharply divided Securities and Exchange Commission approved rules mandated by the Dodd-Frank Act requiring most companies to disclose the ratio of their CEO’s pay to their average median employee salaries. The two Republican commissioners strongly...
The arrival of a new year means that another proxy season
is not that far off. A highlight of the 2011 proxy season was that it
marked the first year in which shareholder advisory votes on executive
compensation ("Say on Pay") were conducted...
Among its myriad provisions, the Dodd-Frank Wall Street
Reform and Consumer Protection Act created Section 14A of the Securities
Exchange Act of 1934. This new section requires most public companies to
conduct a shareholder advisory vote on executive...
The compensation paid to senior executives of nonprofits has come under scrutiny, with the spotlight being directed by state charity regulators, the IRS, grantmakers, and members of Congress. In this Emerging Issues Analysis, Jack B. Siegel discusses...
The Dodd-Frank Wall Street Reform and Consumer Protection
Act (the "Act") requires seven Federal agencies (the "Agencies") to jointly
prescribe regulations or guidelines with respect to incentive-based
compensation practices at covered...
by Joseph G. Casion and Joshua E. Gewolb
On May 29, 2013, thirteen New York State agencies, including the Department of Health ("DoH"), adopted final regulations limiting executive compensation and administrative expenses at State...
by Gregory C. Schick
On June 20, 2012, the SEC
published final rules for compensation committee independence requirements. The
Final Rules compels Exchanges to establish listing standards requiring each
member of a listed issuer's compensation committee...
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...
by Gary Larkin
Now that two other major news organizations have
confirmed it, I guess it can be proclaimed that indeed CEOs of American public
companies received sizable compensation raises in 2010. In the past week, both
the Associated Press and...
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...
A registrant's initial pay ratio disclosure will be required for its first full fiscal year beginning on or after January 1, 2017.
The U.S. Securities and Exchange Commission (SEC) has adopted final pay ratio disclosure rules under the Dodd-Frank...