For most companies, 2008 was not business as usual. That means this year’s compensation disclosures won’t be business as usual either. Thanks to the dismal economy, public companies can expect regulators, shareholders, and activists to pore over this year’s proxy disclosures, particularly the Compensation Discussion & Analysis section mandated since 2006. Even for businesses that […]
Melissa Klein Aguilar
Posted inUncategorized
NYSE Tries Again to Ban Broker Votes in Director Elections
It’s déjà vu all over again. The NYSE is once again proposing to amend its rules to eliminate broker discretionary voting in director elections. NYSE Rule 452 allows brokers to vote on “routine” proposals if the beneficial owner of the stock hasn’t provided specific voting instructions to the broker at least 10 days before a […]
Posted inFrom the Archive
NYSE Suspends $1 Min Price Requirement
Call it a sign of the times: In an effort to keep companies listed amid market volatility, the New York Stock Exchange has temporarily suspended the application of its stock-price criteria and extended the temporary lowering of its market-capitalization standard for listed companies. The Exchange has suspended until June 30, 2009, the application of its […]
Posted inBoards & Shareholders
More Guidance on Say-on-Pay for TARP Cos.
New guidance from the Securities and Exchange Commission confirms that businesses participating in the Troubled Asset Relief Program—more than 400 companies at last count, including everyone who’s anyone in the financial sector—must offer shareholders an advisory vote on executive compensation starting this spring. That is far sooner than Corporate America expected, and will leave affected […]
Posted inFrom the Archive
SEC Staff Posts C&DIs on ARRA Say-on-Pay Provision
Heads up for TARP companies scrambling to comply with the executive compensation provisions of the American Recovery and Reinvestment Act: The Securities and Exchange Commission staff has issued three new Compliance and Disclosure Interpretations related to the Act’s say-on-pay requirement. The Feb. 24 C&DIs comprise the staff’s interpretations of Section 7001 of ARRA, which amended […]
Posted inBoards & Shareholders
TARP Companies Could Face Say-on-Pay Votes This Year
Say-on-pay could become widespread even more quickly than expected. Roughly 400 companies that received TARP money could face shareholder advisory votes on compensation this year. In a Feb. 20 letter to Securities and Exchange Commission Chairman Mary Schapiro, Senate Banking Committee Chairman Chris Dodd asked the commission staff to provide guidance to public companies for […]
Posted inFrom the Archive
Confusion Reigns Over Pay Restrictions
Companies that are (or were) planning to take government bailout money are anxiously awaiting guidance from the Treasury Department on how to comply with strict new pay limits imposed by the economic stimulus package, which experts say could turn pay practices at those companies upside down. Just weeks after the Treasury issued its executive pay […]
Posted inRegulatory Enforcement
Enforcement Under the New SEC Regime
Early signs indicate that Securities and Exchange Commission Chairman Mary Schapiro will make good on her confirmation hearing promises to bolster the agency’s beleaguered enforcement division. In her first weeks on the job, Schapiro announced changes to the agency’s enforcement policies and promised more to come, driving predictions for a “bigger, stronger, faster enforcement program,” […]
Posted inUncategorized
Corp Fin Gives Guidance on Form D
A friendly reminder and some helpful guidance from the Securities and Exchange Commission’s Division of Corporation Finance for Form D filers: Starting March 16, the form must be filed electronically. Until March 15, 2009, Form D filers can submit filings in either paper or electronic form. After that, Form D filers must make those filings […]
Posted inRegulatory Enforcement
Khuzami Named SEC Enforcement Director
It’s official: As expected the Securities and Exchange Commission has tapped former Federal Prosecutor Robert Khuzami as its new Director of the Division of Enforcement. Khuzami, 52, replaces Linda Chatman Thomsen, who resigned earlier this month to return to the private sector. The appointment comes as the SEC faces sharp criticism for its oversight failures […]
