Resource

Viewpoints
Turnover - Succession

The "Great Resignation" and the C-Suite

Much has been written about the "Great Resignation" and its impact on the economy and society, leading to worker shortages.

Viewpoints
Equity Plan Admin SEC and Other Regulatory

SEC Finalizes 10b5-1 Trading Plan Rule

On December 14, 2022, the Securities and Exchange Commission (SEC) released the final Rule 10b5-1 requirements for preplanned trading plans for officers, other insiders, directors, and companies to qualify for the "affirmative defense" rule for such plans (i.e., the stock transaction was not entered into based on material non-public information). The new rule applies to trading plans entered on or after February 27, 2023.

Viewpoints
Clawbacks SEC and Other Regulatory

Clawback Rule Published in Federal Register – What it Means

The Securities and Exchange Commission (SEC) published its final clawback rule in the Federal Register on November 28, 2022

Viewpoints
Clawbacks SEC and Other Regulatory

SEC Finalizes New Clawback Rules

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted the final rule requiring that all listed companies adopt and disclose a clawback policy as required under Dodd-Frank.

Viewpoints
PVP Disclosure SEC and Other Regulatory

Illustrative Disclosure for the SEC's New PVP Rules

We stated in the previous Viewpoints that we would supplement our commentary with follow-on analyses and insights regarding the disclosure rules, and this Viewpoint provides an example of both the required and allowed disclosure under the final rule.

Viewpoints
Equity Plan Admin Transactions - (M&A-Spin-IPO)

IPO Readiness: IPO Equity Awards

For a variety of reasons, 2022 has been a challenging year in the market

Viewpoints
PVP Disclosure SEC and Other Regulatory

PVP Q&A: Our Interpretations of the SEC's New PVP Rules

Viewpoints
PVP Disclosure SEC and Other Regulatory

SEC Releases Final Rules Regarding Pay-Versus-Performance (PVP) Disclosures

Viewpoints
Clawbacks SEC and Other Regulatory

SEC Reopens Comment Period on Clawback Rules

Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), enacted in 2010, resulted in the addition of Section 10D to the Securities Exchange Act of 1934. Among other items, Section 10D requires the Securities and Exchange Commission (SEC) to adopt rules directing the national securities exchanges and associations to prohibit the listing of any security that is not in compliance with Section 10D's numerous provisions and requirements.

Viewpoints
ESG - Diversity Incentive Plan Design

ESG Incentives: Intended to Improve Corporate and Societal, Environmental, and Social Outcomes

This unprecedented movement in incentive metric usage " much faster even than the relative total shareholder return (TSR) transition " is caused by many factors: from boards'/executives' desire to help improve the social footprint of their companies and society to responding to shareholder pressures.