Recent Posts

Business Court Dismisses Derivative Action Against Duke Energy
Posted on 2 May 2014 by Mack Sperling

You might remember the derivative action filed against the board of directors of Duke Energy Corporation stemming from its 2012 merger with Progress Energy. It received a lot of publicity . The merger was concluded long ago, but there's finally been... Read More

SEC Proposes Disclosure on Executive Pay vs. Performance
Posted on 21 May 2015 by David N. Feldman

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... Read More

Second Time Around on Say-on-Pay
Posted on 23 Feb 2012 by Kevin M. LaCroix

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%... Read More

Free Download: Liability of Corporate Officers and Directors--Ch. 5.08-Executive Compensation
Posted on 13 Jul 2010 by Corporate and Securities Law Community Staff

§ 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... Read More

SEC Passes CEO Pay-Ratio Rules on Partisan Lines
Posted on 11 Aug 2015 by David N. Feldman

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... Read More

Sheppard Mullin-Spotlight on Pay For Performance Intensifies as ISS Releases New Evaluation Methodology for 2012 Proxy Season
Posted on 25 Jan 2012 by Sheppard, Mullin, Richter & Hampton LLP

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... Read More

When a Nonbinding Vote Binds: The Perils of Ignoring a “No” Vote on Executive Compensation
Posted on 27 Jul 2011 by Foley & Lardner LLP

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... Read More

Jack B. Siegel on Yeckel v. Abbott and Nonprofit Executive Compensation
Posted on 1 Dec 2009 by Jack B. Siegel

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... Read More

Cadwalader Clients & Friends Memo: Joint Agencies’ Proposed Rules Governing Incentive-Based Compensation at Covered Financial Institutions
Posted on 10 Jun 2011 by Cadwalader, Wickersham & Taft LLP

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... Read More

New York Limits Executive Compensation and Administrative Expenses at State-Funded Service Providers
Posted on 25 Jul 2013 by LexisNexis Legal Newsroom Staff

by Joseph G. Casion and Joshua E. Gewolb Excerpt: 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... Read More

SEC Adopts New Rules Calling for Greater Independence Standards for Compensation Committees And Their Advisers
Posted on 25 Jul 2012 by Sheppard, Mullin, Richter & Hampton LLP

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... Read More

Delays in Compensation, Pay-for-Performance and Clawback Rules May be Problematic
Posted on 20 Apr 2011 by Gary Larkin

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... Read More

More Evidence that Executive Pay Practice Change is Starting
Posted on 11 May 2011 by The Conference Board

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... Read More

Enough Said Yet? Say on Pay Litigation May Have Had Its Day
Posted on 27 Sep 2013 by Kevin M. LaCroix

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... Read More

SEC Adopts Final Pay Ratio Disclosure Rules
Posted on 25 Sep 2015 by Duane Morris LLP

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... Read More