On December 14, 2022, the SEC released final amendments to the Rule 10b5-1 trading plans. Rule 10b5-1 provides an affirmative defense to insider trading for individuals and issuers that trade stock under a plan entered in good faith at a time when they do not possess material nonpublic information. The final amendments provide additional requirements in order to avail oneself of the affirmative defense to insider trading allegations.
Click here to download the Client Alert in PDF. On August 25, 2022, the SEC issued its final pay versus performance (PVP) rules under Section 953(a) of the Dodd-Frank Act, effective for proxy and information statements covering fiscal years ending on or after December 16, 2022. Thus, these new rules will generally apply to proxy statements filed in 2023.
These final PVP rules impose new disclosure requirements on public companies. This Client Alert reviews these new disclosure requirements and offers Exequity's comments on them, as well as provides next steps for companies to take now before the traditional proxy drafting starts later this year. Click here to download the Client Alert in PDF. GOP Tax Proposal Eviscerates Current Executive Compensation Designs and Practices—Perhaps?11/10/2017
On November 2, 2017, the House Ways and Means Committee released the GOP's Tax Proposal, also known as the Tax Cuts and Jobs Act and the potential harbinger of death for many current executive compensation programs. The Tax Proposal has already been amended by the Chairman of the House of Representatives' Ways and Means Committee, and is likely to undergo further changes as it winds its way through Congress. Also, the Senate released a summary of its plan late on November 9 and reconciliation between the House and Senate bills will need to occur. President Trump wants this signed into law by Christmas, so there is a lot to be done in a very short period of time. Thus, there could be many changes between now and then, including the possibility of no bill.
This Client Alert details the "worst-case scenario" key provisions that impact executive compensation directly and also discusses the immediate issues companies need to think through so they at least have some chance to take action before December 31, 2017 if they want to try and address some of the potential issues that this Tax Proposal would raise if it makes it into law in its current form before the end of the year. Download Client Alert (PDF) On September 21, 2017, the SEC released several items providing additional guidance regarding CEO Pay Ratio. The new guidance took the form of an SEC Release, guidance from the Division of Corporation Finance, and new, modified and withdrawn Compliance and Disclosure Interpretations. The Exequity Client Alert reviews all of this new guidance.
Download Client Alert [PDF] On June 22, 2016, the Treasury Department and the Internal Revenue Service issued new proposed regulations under Section 409A as well as withdrew certain portions of previously issued proposed regulations under Section 409A. This Client Alert summarizes the key proposed changes and clarifications under these new proposed regulations.
Download Client Alert (PDF) On April 21, 2016, the National Credit Union Administration (NCUA) issued new proposed rules governing incentive compensation arrangements for financial institutions.1 The U.S. Securities and Exchange Commission (SEC) issued its version of these proposed rules on May 6, 2016 (Proposed Rule).2 The Office of the Comptroller of the Currency, Treasury (OCC), Board of Governors of the Federal Reserve System (Board), Federal Deposit Insurance Corporation (FDIC), and the Federal Housing Finance Agency (FHFA) are all expected to issue similar rules shortly. These proposed rules are designed to implement Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). These proposed rules are revisions of the proposed rules released by all of the above agencies in 2011. This Client Alert looks at the new proposed rules.
Download Client Alert (PDF) On September 25, 2012, the New York Stock Exchange (the "NYSE") and, on September 26, 2012, the NASDAQ Stock Market ("NASDAQ") filed proposed changes to their rules for listed companies with the Securities and Exchange Commission (the "SEC"). The NYSE and NASDAQ proposed rule changes are intended to implement the final rules the SEC passed in June 2012 to comply with the provisions of Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 10C to the Securities Exchange Act of 1934. This Client Alert provides an overview of these proposed changes, the proposed timing for their implementation, and Exequity's commentary on the rules.
Download Client Alert (PDF) The IRS recently issued new proposed regulations under Code Section 162(m) that clarify: (1) what companies must do in order to successfully utilize the performance-based compensation exception to the Code Section 162(m) limit; and (2) what compensation can qualify for the IPO compensation relief from Code Section 162(m). This Client Alert looks at these new proposed regulations. The IRS is accepting comments until September 22, 2011.
Download Client Alert (PDF) This Client Alert looks at the three sets of updates to the Compliance and Disclosure Interpretations (C&DIs) that the SEC released on January 20, 2010, February 16, 2010 and March 1, 2010, which concern the new proxy disclosure rules and transitions to these rules.
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