Shareholder access to the proxy statement—an idea anathema to most of Corporate America, but nevertheless one forcing itself upon boardrooms anyway—is back on the agenda for the Securities and Exchange Commission. The SEC has scheduled a trio of roundtables on shareholder rights and the federal proxy rules, including one to examine the relationship between federal […]
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The FCPA—Best Practices For A New Climate
In the movie “Syriana,” a lawyer investigates irregular payments by a U.S. oil company to secure concessions in Kazakhstan. When the lawyer confronts Danny Dalton, one of the oil company’s directors, Dalton retorts: “Corruption? Corruption ain’t nothing more than government intrusion into market efficiencies in the form of regulation … We have laws against it […]
Expensing Rule Drives Stock Awards
Exclusive research provided to Compliance Week shows that the equity-compensation landscape has changed dramatically over the past two years, since new accounting rules required public companies to expense the value of stock options granted to employees. While stock options remain the most popular form of equity compensation, companies are doling out far fewer options than […]
Proxy Disclosure Guidance; New FPI Rules
Companies that have yet to file your proxy statements, take note: The Securities and Exchange Commission has released new Compliance and Disclosure Interpretations related to its new proxy statement disclosure requirements. Goodman “If their proxy is still in the draft stage, companies should be sure to look to see that their draft comports with what […]
New Proxy Disclosure Best Practices Emerge
Executives who are planning to review the proxy statements of their peers this spring—to see how others are complying with the new rules for disclosure of executive compensation—should plan to give themselves a little extra time. A look at the first batch of preliminary and final proxy statements that have trickled in to the Securities […]
IRS Offers Backdating Tax Guidance
The Internal Revenue Service has published new regulations to shield workers who unwittingly received backdated stock options from getting hit by a huge tax liability—but companies must act fast if they want to protect their employees via the new program. Known as the Compliance Resolution Program and unveiled by the IRS on Feb. 8, the […]
New SEC Guidance On Pay Disclosure Rule
Companies struggling with their proxy statements under the Securities and Exchange Commission’s new rules for disclosing executive and director compensation, take note: The SEC staff has issued 18 pages of guidance in the form of frequently asked questions you will want to review. The FAQs are divided into “Questions and Answers of General Applicability” and […]
With Minor Changes, e-Proxy Rules Arrive
The Securities and Exchange Commission’s voluntary “e-proxy” rules are being lauded for their potentially huge cost-savings and for bringing proxy dissemination into the 21st century. But they won’t mean the end of paper proxies—at least not this year. Rules adopted in December and posted to the SEC’s Web site last week allow companies to furnish […]
SEC Comp Rule Change Reboots Proxy Work
Companies that had their 2007 proxy disclosures well in hand as they rang in the new year need to think again, thanks to a last-minute change to the Securities and Exchange Commission’s executive compensation disclosure rules that rewrites how companies should value and disclose equity compensation. Released late on Dec. 22—just before much of Corporate […]
SEC Begins Executive Compensation Overhaul
The Securities and Exchange Commission this week is taking the first step toward new rules to overhaul the disclosures companies must make about what they pay their top executives and directors. The SEC will meet to today to propose amendments to the disclosure requirements for executive and director compensation, related party transactions, director independence and […]
