SEC Proposes Pay-For-Performance Rules
On Wednesday, the SEC proposed rules to require pay-for-performance disclosure as mandated by the Dodd-Frank Act. The proposal would require companies to include a new table in their proxy statements that shows compensation “actually paid” to top executives, as well as the total shareholder return (TSR), as defined in Regulation S-K, on an annual basis for the company and the peer group selected by the company for its stock performance graph or CD&A. Compensation “actually paid” is derived from the current summary compensation table, except that pension amounts are adjusted and equity awards are considered paid only when vested and are valued as of the vesting date.
SEC Adopts Regulation A Amendments
As mandated by the JOBS Act, the SEC adopted rules to amend Regulation A to facilitate smaller companies’ access to capital.
Potential to Violate Whistleblower Protections in Confidentiality Agreements
The SEC recently announced its first enforcement action against a company for requiring employees to sign confidentiality agreements “with the potential to stifle the whistleblowing process.”
SEC Civil Insider Trading Case Proceeds Despite Newman Ruling
Ever since the Second Circuit overturned the insider trading convictions of two former hedge fund managers in United States v. Newman, there has been considerable debate about how difficult it may be for the SEC to move forward with insider trading cases.
SEC Charges Polycom and former CEO With Hiding Perks From Investors
Recently, the SEC charged the former CEO of Polycom with using nearly $200,000 in corporate funds for personal perks that were not disclosed to investors.
Supreme Court Decides When Statements of Opinion Can Trigger Section 11 Liability
On Tuesday, the U.S. Supreme Court set the standards for when a company’s statements of opinion.
SEC Chair White Criticizes “Gamesmanship” by Activists and Companies
In a speech at Tulane’s Corporate Law Institute, SEC Chair Mary Jo White weighed in on the debate over shareholder activism.
Chair White Suggests SEC May Act to Limit Fee Shifting Bylaws
SEC Chair White addressed the debate over bylaw provisions that shift company litigation expenses to shareholders.
SEC Advisory Committee Recommends Expanding Accredited Investor Status
A recommendation was made that the “accredited investor” definition be expanded to include individuals who meet a “sophistication test, regardless of income or net worth.”
Senate Bill Would Allow Companies To Issue More Options Without Disclosure Under Rule 701
Senators recently introduced a bill to increase the amount of stock options and other equity compensation that a non-public company may issue.