Publications
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12.14.2023Preparing for the 2024 Public Company Reporting SeasonUpdatesIn anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider in preparing annual report and proxy statement disclosures in 2024.
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12.06.2022Final Clawback Rules Adopted by the SECUpdates
The SEC adopted new rules directing the national securities exchanges to establish listing standards requiring companies to adopt, enforce, and disclose policies for the recovery or clawback of excess incentive‑based compensation.
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01.07.2022Preparing for the 2022 Public Company Reporting SeasonUpdatesDuring 2021, the U.S. Securities and Exchange Commission (SEC) adopted rule changes and provided public companies with useful guidance on various topics.
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12.07.2020Preparing for the 2021 Public Company Reporting SeasonUpdatesIn anticipation of the upcoming reporting season, we highlight rule changes, guidance, and trends for public companies to consider in preparing annual report and proxy statement disclosures in 2021.
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09.29.2020SEC Adopts Amendments to Modernize Shareholder Proposal RuleUpdates
The U.S. Securities and Exchange Commission on September 23, 2020, adopted final amendments to Rule 14a-8, which governs the process for shareholder proposals submitted for inclusion in a company’s proxy statement.
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08.11.2020SEC Amends Proxy Rules Relating to Proxy Advisers and Supplements Proxy Voting Guidance for Investment AdvisersUpdatesThe U.S. Securities and Exchange Commission on July 22, 2020, adopted final amendments to its proxy solicitation rules to codify the SEC’s longstanding view that proxy voting advice generally constitutes a solicitation within the meaning of the federal proxy rules and is subject to anti-fraud rules.
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11.07.2019SEC Staff Provides Additional Guidance on Shareholder ProposalsUpdates
The U.S. Securities and Exchange Commission (SEC) has issued several important recent updates regarding shareholder proposals and the related no-action request process for companies to consider ahead of the 2019-2020 proxy season.
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08.20.20192019 Corporate Governance Hot TopicsUpdates
The following update highlights recent corporate governance hot topics and trends for directors of public companies.
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12.11.2018Preparing for the 2019 Public Company Reporting SeasonUpdatesDuring 2018, the SEC issued rule updates and guidance that are intended to ease certain public reporting requirements and clarify the SEC’s position with respect to the shareholder proposal process. While the SEC is taking steps aimed at decreasing public company disclosure burdens, the investor community is sharpening its focus on public company actions and reporting on environmental, social and governance issues. In anticipation of the upcoming reporting season, we highlight rule changes, guidance and trends for public companies to consider in preparing annual report and proxy disclosures in 2019.
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01.09.2018Impact of Tax Reform on Some Private Company Equity Awards: Limited Income Tax Deferral Opportunities for EmployeesUpdatesThe recent tax reform bill, commonly referred to as the Tax Cuts and Jobs Act of 2017 (the Act), was signed into law on December 22, 2017. The Act includes a new income tax deferral regime for certain employee stock options and restricted stock units (RSUs) granted by eligible private corporations under broad-based programs that are exercised or settled after December 31, 2017.
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12.12.2017Preparing for the 2018 Public Company Reporting SeasonUpdates
In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018.
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10.03.2017SEC Issues New Guidance to Help Companies Prepare CEO Pay Ratio DisclosuresUpdates
The SEC recently issued new guidance to help companies prepare their pay ratio disclosures that provides some relief for companies—and further validates that these rules are highly unlikely to be deferred or reversed prior to the 2018 proxy season.
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12.01.2016Preparing for the 2017 Public Company Reporting SeasonUpdates
In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends that may impact public companies in 2017.
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11.07.2016Changing Proxy Rules: SEC Proposes to Require Universal Proxy CardsUpdatesThe SEC, by a two-to-one vote on October 26, 2016, proposed amendments to its proxy rules to require universal proxy cards in contested director elections at annual meetings of listed U.S. public companies.
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11.16.2015Proxy Access Update—Preparing for the 2016 Proxy SeasonUpdatesProxy access predominated corporate governance issues for the 2015 proxy season, with over 100 proposals submitted on the topic, compared to 18 in 2014.
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07.31.2015SEC Proposes Rules to Implement Dodd-Frank Act Executive Compensation ClawbackUpdatesThe Securities and Exchange Commission (SEC) recently proposed another long-awaited set of rules to implement the additional clawback policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act).
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06.02.2015SEC Proposes Executive Pay-for-Performance Disclosure RulesUpdatesThe Securities and Exchange Commission recently proposed rules that would require public companies to disclose the relationship between executive compensation actually paid and the company’s financial performance.
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02.10.2015SEC Proposes Rules to Implement JOBS Act Relief From Exchange Act Registration RequirementsUpdatesIn December 2014, the Securities and Exchange Commission (SEC) proposed rules to implement Title V and Title VI of the Jumpstart Our Business Startups Act (JOBS Act), which permit early stage companies to defer registration . . .
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10.01.2013Financial Reform Act: SEC Proposes CEO Pay Ratio Disclosure RulesUpdatesRecently, the SEC, by a vote of 3 to 2, proposed long-delayed and controversial rules to implement the “CEO pay ratio” disclosure mandated under the Dodd-Frank Wall Street Reform and Consumer Protection Act. The proposed rules, voted in on September 18, 2013, would require U.S. public companies to disclose the median annual total compensation of all employees and the ratio of that median to the annual total compensation of the company’s CEO.
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11.27.2012What’s New in Executive Compensation for the Upcoming Proxy Season: Compensation Committee and Adviser Independence, ISS Guidelines and Shareholder LitigationUpdatesPublic companies preparing for the upcoming 2013 proxy season will need to keep in mind a number of new developments related to executive compensation.
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07.26.2011D.C. Circuit Court Vacates Securities and Exchange Commission Proxy Access RuleUpdatesOn July 22, 2011, the U.S. Court of Appeals for the D.C. Circuit issued its highly anticipated opinion in the challenge to SEC Rule 14a-11 brought by the Business Roundtable and the U.S. Chamber of Commerce. Rule 14a-11 would have required companies subject to the Exchange Act’s proxy rules to include in their proxy materials shareholder nominees for director who met specified conditions. In the strongly worded opinion, written by Judge Ginsburg, the court vacated Rule 14a-11, characterizing the SEC proxy access rule as “arbitrary and capricious” and stating that the SEC had failed “adequately to assess the economic effects” of Rule 14a-11. The court did not address the constitutional challenges raised by the plaintiffs under the First Amendment.
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02.17.2011The Financial Reform Act: SEC Adopts Final Say-on-Pay and Say-on-Frequency Rules— Practical AdviceUpdatesThis update summarizes the key aspects of the final rules on the say-on-pay and say-on-frequency votes and provides practical advice on steps companies can take in anticipation of the upcoming proxy season.
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2010Executive Compensation Disclosure Handbook; A Practical Guide to the SEC's Executive Compensation Disclosure RulesLawyer Publications
RR Donnelly
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12.22.2009Happy Holidays From the SEC! New Rules Require Enhanced Compensation and Governance Disclosure: Our Top 10 Tips for the Upcoming Proxy SeasonUpdatesThe Securities and Exchange Commission recently adopted final rules to require enhanced compensation and corporate governance disclosure for public company proxy statements and other SEC filings. The final rules reflect changes that clarify, and in some instances broaden, the proposed rules issued on July 17, 2009. The SEC designed these amendments to improve corporate disclosures and allow shareholders to make more informed voting and investment decisions.
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10.16.2009SEC Delays Implementation of Proxy Access for Shareholder Board Nominations After Receiving Extensive CommentsUpdatesThe Securities and Exchange Commission in June 2009 proposed amendments to the federal proxy rules to expand access to the board of directors nomination process for eligible shareholders.
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09.10.2009Congressional Action on Executive Compensation: Senate to Take Up Bill on Say-on-Pay and Compensation Committees as Congress Returns From Its August RecessUpdatesOn July 31, 2009, the House of Representatives, with the support of the Obama Administration, passed H.R. 3269, the Corporate and Financial Institution Compensation Fairness Act of 2009, proposed legislation that would require all publicly traded companies to seek a nonbinding "say‑on-pay" vote of shareholders on executive compensation packages annually and in acquisition transactions.
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08.03.2009SEC Seeks More Sunlight—Proposes to Expand Compensation and Governance Disclosure for 2010 Proxy SeasonUpdatesThe Securities and Exchange Commission (SEC) recently released new proposed rules concerning compensation and corporate governance disclosure for public company proxy statements and other SEC filings.
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07.28.2009SEC Proposal Would Expand Compensation and Governance Disclosure for 2010 Proxy SeasonUpdatesThe Securities and Exchange Commission recently released new proposed rules concerning compensation and corporate governance disclosure for public company proxy statements and other SEC filings. The SEC intends these proposed amendments to improve corporate disclosures and allow shareholders to make more informed voting and investment decisions.
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07.27.2009Where Are My Votes? SEC Approves NYSE Amendment to Eliminate Discretionary Broker Voting in Director ElectionsUpdatesOn July 1, 2009, the Securities and Exchange Commission (SEC), in a 3-to-2 vote, approved a proposed amendment to New York Stock Exchange (NYSE) Rule 452 that will prohibit discretionary broker voting in director elections.
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02.13.2009Proxy Season Reminder: Public Companies Should Consider Updating the Advance Notice Provisions in Their BylawsUpdatesProxy statement preparation and planning for annual meetings of stockholders are in full swing. Along with proxy season comes the possibility that stockholders may submit proposals or nominations for consideration at the annual meeting.
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06.04.2008Important Reminder: Deadline Approaching for Amending Deferred Compensation Arrangements Under Section 409AUpdatesThe deadline is fast approaching for amending deferred compensation arrangements that are subject to Section 409A of the Internal Revenue Code.
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03.21.2008IRS Clarifies New Adverse Position on Section 162(m) Performance-Based Compensation Exception and Provides Transition ReliefUpdatesThe IRS recently issued Revenue Ruling 2008-13, which clarifies the IRS's new position with
respect to the applicability of the performance-based compensation exception for purposes of Section 162(m) of the Internal Revenue Code and grants transition relief to provide public companies an opportunity to review outstanding compensation plans, agreements and other arrangements in light of the IRS's new position. -
01.22.2008SEC Adopts Amendments to Rules 144 and 145UpdatesThe Securities and Exchange Commission recently finalized amendments to Rules 144 and 145 under the Securities Act of 1933, which will become effective on February 15, 2008. The amendments apply to securities acquired before or after February 15, 2008.
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01.18.2008Preparing for "E-Proxy Season": A Practical Guide to the New E-Proxy RulesUpdates
In 2007 the Securities and Exchange Commission adopted amendments to the proxy rules that will require companies to post their proxy materials on a publicly available Internet website. Proxy materials include proxy statements, proxy cards, information statements, annual reports to security holders, notices of shareholder meetings, additional soliciting materials, and any amendments to such materials. The e‑proxy rules do not apply to proxy materials relating to business combination transactions.
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10.29.2007Back to Writing Basics: SEC Says Executive Compensation Disclosure Needs Better Analysis, Clarity and OrganizationUpdatesThe Securities and Exchange Commission recently reviewed the executive compensation disclosure of 350 companies under its new rules adopted in 2006. Following this review, the SEC issued comment letters to the companies reviewed and then issued a report that follows the general themes that run throughout these comment letters.
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10.29.2007Expanded Deferred Compensation Relief: IRS Fully Extends Section 409A Documentation Deadline and Certain Transition Relief Through 2008, Delays Effective Date of Final Regulations and Provides W-2 and Other GuidanceUpdatesLast week the IRS issued Notice 2007-86, which delays until January 1, 2009 the deferred compensation final regulations of Internal Revenue Code Section 409A and generally provides expanded relief and guidance. The IRS also separately issued Notice 2007-89, which generally extends for the 2007 tax year prior IRS guidance to employers and other service providers regarding reporting and withholding obligations for annual deferrals of compensation and amounts includible in gross income due to Section 409A violations. This update summarizes key aspects of both notices and provides practical guidance.
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06.07.2007IRS Narrows Definition of "Covered Employees" for Purposes of the $1 Million Limitation on Deducting Executive CompensationUpdates
This week the IRS issued guidance on identifying "covered employees" for purposes of Section 162(m) of the Internal Revenue Code in response to the SEC's recent amendments to its executive compensation disclosure rules. This Update summarizes the key highlights from this IRS guidance.
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04.16.2007Deferred No Longer! IRS Issues Section 409A Final Regulations Adding Generally Modest – but Helpful – ReliefUpdates
Last week the IRS issued the long-awaited final regulations under Section 409A of the Internal Revenue Code, which generally provides that amounts deferred under a "nonqualified deferred compensation plan" are currently includible in taxable income if not subject to a substantial risk of forfeiture, unless the plan meets specified design and operational requirements. Failure to comply with the applicable requirements of Section 409A can result in significant income tax consequences, including a 20% additional tax imposed on the employee or independent contractor.
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03.20.2007Better Late Than Never? SEC Releases Guidance on Amended Regulation S-K for Current Proxy SeasonUpdates
Last week the SEC Division of Corporation Finance released much-anticipated new Staff guidance on the rest of its new proxy disclosure requirements under amended Regulation S-K, completing its interpretations of the new rules and complementing its guidance on the new executive compensation disclosure requirements released in January 2007. This new SEC Staff guidance addresses a wide variety of topics covering a diverse set of specific circumstances and replaces or revises prior Staff interpretation of Items 201, 403, 404, and 407 of Regulation S-K as previously published in the SEC's Manual of Publicly Available Telephone Interpretations and its supplements.
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03.09.2007Perkins Coie Announces the Revised February 2007 Edition of the Executive Compensation Disclosure Handbook: A Practical Guide to the SEC's New RulesUpdatesPerkins Coie is pleased to announce a revised version of the Executive Compensation Disclosure Handbook: A Practical Guide to the SEC's New Rules, a publication written by Perkins Coie attorneys that provides a complete, plain English explanation of the SEC's executive compensation and related disclosure requirements.
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02.28.2007Now Are You Ready for the New Rules? Special Preview of the Revised February 2007 Edition of the Executive Compensation Disclosure Handbook: A Practical Guide to the SEC's New RulesUpdatesThe Securities and Exchange Commission amended its new executive officer and director compensation disclosure rules in December 2006 and released Staff guidance on these rules in 2007. The substantial changes to the rules will likely increase the attention and scrutiny the SEC, investors and the public apply to proxy statements and annual reports during ongoing proxy and annual reporting seasons. The revised edition of the Executive Compensation Disclosure Handbook: A Practical Guide to the SEC's New Rules provides an overview of the most significant changes and requirements through mid-February 2007 under the new rules and guidance and offers practical advice to help companies understand, and comply with, the new disclosure requirements.
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01.09.2007Are You Ready for the New Rules? Perkins Coie Announces the Executive Compensation Disclosure Handbook: A Practical Guide to the SEC's New RulesUpdatesPerkins Coie is pleased to announce the Executive Compensation Disclosure Handbook: A Practical Guide to the SEC's New Rules. This handbook is the most practical, plain English guide available for public company management, directors and general counsel on the SEC's new requirements for public company disclosure and reporting of executive and director compensation and related issues.
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12.22.2006Happy Holidays From the SEC! Change to New Compensation Disclosure Rules for Stock and Option Awards Effective for Upcoming Proxy SeasonUpdatesThe Securities and Exchange Commission just announced that it has amended its new executive officer and director compensation disclosure rules, effective immediately. The FASB requires companies to recognize the costs of equity awards over the period in which an employee must provide service in exchange for the award under Statement of Financial Accounting Standards No. 123 (revised 2004) Share-Based Payment. The new SEC amendments will more closely align the reporting of equity awards in the Summary Compensation Table and the Director Compensation Table to the amounts that are disclosed in the financial statements under FAS 123R.
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09.05.2006Sunlight for Executive Pay - SEC Overhauls Executive Officer and Director Compensation and Related Disclosure RulesUpdatesThe federal securities laws require clear, concise and understandable disclosure about the amount and type of all compensation paid to chief executive officers and other highly compensated executives of public companies. In recent years widespread and increasing interest in executive pay and the perceived inadequacy of current disclosure spawned frequent front-page headlines and heated rhetoric from members of Congress and shareholder advocates. The Securities and Exchange Commission recently adopted comprehensive amendments to its executive officer and director compensation disclosure rules. The new rules retain the combined tabular and narrative format, but attempt to elicit a clearer, more complete picture of all compensation paid to specified executive officers and to directors. The SEC also significantly revised disclosure rules for financial transactions and relationships between companies and executive officers, directors, significant shareholders, and their respective family members, as well as with respect to director independence and other corporate governance matters. Companies must make all disclosures under the new rules in plain English. These changes affect disclosures in proxy and information statements, annual and periodic reports, and registration statements, as well as Form 8-K reporting of compensation arrangements.
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03.30.2006Sunlight for Executive Pay — SEC Proposes Substantial Changes to Executive Compensation and Related Disclosure Rules and Clarifies Current RulesUpdatesThe federal securities laws already require clear, concise and understandable disclosure about the amount and type of all compensation paid to chief executive officers and other highly compensated executives of public companies. In recent years widespread and increasing interest in executive pay and the perceived inadequacy of current disclosure spawned frequent front-page headlines and heated rhetoric from members of Congress and shareholder advocates.
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12.28.2005Valuing Private Company Stock for Compensation Purposes - Practical GuidanceUpdatesInternal Revenue Code Section 409A, along with recent changes in financial accounting rules, has significantly increased the focus of private companies on accurately valuing their common stock for purposes of granting options and other equity incentive awards. Section 409A has upped the ante by imposing severe tax consequences on individuals for certain stock-based compensation that does not comply with the new deferred compensation tax rules, including stock options granted with an exercise price that is less than the fair market value of the company's common stock on the grant date.
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10.05.2005IRS Issues Section 409A Proposed Regulations - One-Year Extension for Many, but Not All, Deferred Compensation Compliance RequirementsUpdatesThe IRS has issued proposed regulations that expand the guidance available for complying with the deferred compensation tax rules of Section 409A of the Internal Revenue Code. Section 409A generally provides that amounts deferred under a nonqualified deferred compensation plan are currently includible in income if not subject to a substantial risk of forfeiture, unless the plan meets specified design and operational requirements. Failure to comply can result in significant federal income tax consequences, including a 20% additional tax.
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08.26.2005Delaware Court — Disney Directors Breached "Aspirational Ideals" of Good Corporate Governance, but Not Their Fiduciary DutiesUpdatesIn early August 2005, the Delaware Court of Chancery issued its opinion after a widely publicized three-month trial in In re The Walt Disney Company Derivative Litigation, absolving Disney's directors of liability in connection with the 1995-1996 hiring and firing of former Disney president Michael Ovitz. Ovitz received a severance package of approximately $140 million after his unsuccessful 14-month tenure at Disney.
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08.18.2005SEC Clarifies Two Important Exemptions From Section 16(b) Short-Swing Profit LiabilityUpdatesThe Securities and Exchange Commission recently amended Rules 16b-3 and 16b-7 under the Securities Exchange Act of 1934, to clarify that Rule 16b-3 may be relied on to exempt officer and director securities transactions from Section 16(b) short-swing profit recovery, even if the transactions are not compensatory in nature, and Rule 16b-7 may be relied on to exempt stock reclassifications, even if they involve securities with different risk characteristics or change the percentage ownership of the holders.
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06.30.2005Delaware Court Rejects $2.9 million Settlement Agreement in Executive Compensation and Corporate Waste Case: in re The Fairchild Corporation Shareholder Derivative LitigationUpdatesThe Delaware Court of Chancery recently rejected as inadequate a proposed settlement in a derivative action brought against directors and officers of the Fairchild Corporation. This Update highlights the key issues in the Court's rejection and offers practical guidance.
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04.15.2005SEC Delays Compliance Dates for Stock Option Expensing Under FAS 123R and Issues GuidanceUpdatesThe SEC has adopted a new rule that delays required stock option and other share plan expensing under the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (FAS 123R), for most public companies until their first fiscal year beginning after June 15, 2005; the compliance date for small business issuers is their first fiscal year beginning after December 15, 2005.
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12.28.2004Treasury and IRS Issue First Round of Guidance on New Tax Rules for Deferred CompensationUpdatesOn December 20, 2004, the Treasury Department and the Internal Revenue Service issued Notice 2005-1 providing the first installment of guidance for the deferred compensation provisions of the American Jobs Creation Act of 2004, which are contained in new Section 409A of the Internal Revenue Code.
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12.27.2004Alan Beller, Director of the SEC's Division of Corporation Finance, Shares Views on Disclosure, Internal Control Attestations and 1933 Act ReformUpdatesIn late November 2004, Alan Beller attracted a packed audience of attentive securities lawyers, in-house company counsel and accountants attending the Federal Regulation of Securities Subcommittee meeting at the American Bar Association's Business Section Fall Meeting in Washington, D.C. The topic? The latest on current and emerging securities law developments.
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12.21.2004FASB Issues Final Statement Requiring Stock Option ExpensingUpdatesThe FASB has published FASB Statement No. 123 (revised 2004), Share-Based Payment, which requires that the compensation cost relating to stock options, stock appreciation rights, restricted stock or units, employee stock purchase plans and other share-based payment transactions, measured based on the fair value, be recognized in financial statements. FAS 123(R) replaces FAS 123, Accounting for Stock-Based Compensation, and supersedes APB 25, Accounting for Stock Issued to Employees.
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10.26.2004The End of "Other Information" as we know it — Changes to Form 10-Q Eliminate Item 5(a) for Voluntary Reporting of Other InformationUpdatesThe SEC release adopting the new Form 8-K rules also included revisions to Form 10-Q. Calendar-year companies preparing their first quarterly reports on Form 10-Q since the effectiveness of these new rules should be aware that the revisions have consequences relating to the voluntary reporting of information not otherwise required to be reported on Form 10-Q.
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10.20.2004Deferred No Longer? Congress Imposes Significant New Restrictions on Deferred CompensationUpdatesCongress recently approved the American Jobs Creation Act of 2004 (H.R. 4520), which includes provisions that impose significant new restrictions on deferred compensation. If these restrictions are not satisfied, deferred compensation amounts are taxable when vested and subject to tax penalties. President Bush is expected to sign the Act, but as of October 19th has not done so. This Update highlights the Act's key changes to deferred compensation requirements and offers practical guidance.
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09.17.2004Keeping Your Options Open: Highlights From the IRS Final Regulations on Incentive Stock Options and Practical GuidanceUpdatesIn August 2004, the Internal Revenue Service issued final regulations relating to incentive stock options (ISOs). Although the final regulations are similar to the proposed ISO regulations published last year, the final regulations contain important guidance and changes relating to a number of issues affecting ISOs.
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08.23.2004Amended Form 8-K: Practical Guidance on Reporting Material Agreements to Help You Meet the Real-Time Reporting ChallengeUpdatesThe SEC's recent amendments to Form 8-K, which are effective for reportable events that occur on or after August 23, 2004, expand the number of reportable events and accelerate the filing deadline for most items to four business days. For events that occur prior to August 23, 2004, companies should analyze their reporting obligations using prior Form 8-K and report information as required under that version of the form (although Form 8-Ks filed on or after August 23 must use the new item numbers, even if the information reported corresponds to the requirements of the prior Form 8-K).
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11.17.2003Perkins Coie Announces Second Edition of The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and ExecutivesUpdatesPerkins Coie is pleased to announce the publication of the post-Sarbanes-Oxley second edition of The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives. Increasing Importance of Director Continuing Education We have designed this practical and easy-to-digest guide for directors and executives of public companies. This book has a particular relevance at a time when both the NYSE and Nasdaq, as part of their corporate governance initiatives, strongly encourage – some say mandate – continued director education.
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10.22.2003SEC and DOJ Clarify Sarbanes-Oxley: Section 906 Certifications Not Required for Forms 6-K, 8-K and 11-K and Section 404 Not Applicable for Form 11-KUpdatesEarlier this month, Allan Beller of the Securities and Exchange Commission and Mark Corallo of the Department of Justice announced that neither current reports on Forms 6-K and 8-K nor employee benefit plan reports on Form 11-K are required to include the certifications mandated by Section 906 of the Sarbanes-Oxley Act of 2002. This announcement was made via telephone interviews and teleconference, and we do not know whether or when this conclusion will be announced in writing.
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08.20.2003SEC Proposes New Disclosure Requirements Related to Director Nominations and Shareholder Communications With DirectorsUpdatesOn August 8, 2003, the Securities and Exchange Commission (SEC) proposed changes to the proxy rules that would expand disclosure regarding (a) the nominating committee and the process of nominating directors and (b) the process by which shareholders are able to communicate with a company's board of directors. The proposals do not require substantive changes by a company with respect to its nomination or shareholder communication processes; rather the proposals require disclosure of the details of the processes.
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07.18.2003SEC's Division of Corporation Finance Recommends Major Changes to Proxy Rules Concerning the Nomination and Election of DirectorsUpdatesOn July 15, 2003, the Securities and Exchange Commission (SEC) released a report prepared by its Division of Corporation Finance recommending major changes to SEC proxy rules relating to the nomination and election of directors. For the first time, Corporation Finance is recommending that shareholders be provided access to company proxy materials to nominate directors.
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06.26.2003Practical Guidance on Section 302 and Section 906 Certifications From the SEC's Final Rules ReleaseUpdatesOn June 5, 2003 the SEC released its final rules amending the certification requirements under Sections 302 and 906 of the Sarbanes-Oxley Act. These final rules require companies to include the Section 302 and Section 906 certifications as exhibits.
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05.28.2003Insiders Must Begin Electronic Filing and Issuers Must Begin Website Posting of Section 16 Forms 3, 4 and 5 by June 30, 2003UpdatesIn early May, the Securities and Exchange Commission adopted final rules that require, no later than June 30, 2003:
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11.13.2002SEC Proposes Rules Regarding Restrictions on Insider Trading During Pension Fund Blackout PeriodsUpdatesSection 306(a) of the Sarbanes-Oxley Act of 2002 prohibits insider trading during pension fund blackout periods. During an open meeting on October 30, 2002, the SEC discussed proposed rules clarifying the scope and operation of the statutory trading restrictions. The SEC then posted the proposed rules on its Web site on November 7, 2002, and will accept comments for 30 days following publication of the proposed rules in the Federal Register.
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11.04.2002SEC to Act on NYSE and NASDAQ Proposed Rules Requiring Shareholder Approval of Equity Compensation PlansUpdatesNYSE and Nasdaq recently filed with the SEC final proposed rules (which the SEC has published for a brief comment period) that will require shareholder approval of most equity compensation plans and eliminate discretionary broker voting of proxies on these plans. The rules will be effective immediately upon SEC approval, which is expected as soon as mid to late November 2002.
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09.06.2002Recent SEC Final Rules: CEO and CFO Certification of Periodic Reports and Disclosure Controls; Accelerated Form 4 and Annual and Quarterly Report Filing DeadlinesUpdatesLast week the SEC adopted final rules under Sections 302 and 403 of the Sarbanes-Oxley Act of 2002:
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09.05.2002NYSE Files Proposed Final Corporate Governance Rules With SECUpdatesThe Board of the New York Stock Exchange (NYSE) submitted its proposed final listing and corporate governance rules to the Securities and Exchange Commission (SEC) on August 16, 2002, following a two-month comment period in which NYSE received more than 300 comment letters. NYSE's Board largely adopted the final recommendations of its Corporate Accountability & Listing Standards Committee, with some refinements to reflect the Sarbanes-Oxley Act and comment letters received during the comment process.
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08.12.2002Executive Compensation and the Sarbanes-Oxley Act of 2002UpdatesThis Perkins Coie LLP Update summarizes the impact of the Sarbanes-Oxley Act of 2002 on public company executive compensation and makes practical suggestions for complying with the Act. The following provisions of the Act affect executive compensation arrangements and benefits:
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03.01.2002New SEC Disclosure Requirements for Equity Compensation PlansUpdatesThe Securities and Exchange Commission has adopted final rules requiring increased disclosure of a company's equity compensation plans, with a focus on heightened disclosure of nonshareholder-approved plans. Below is a summary of the new disclosure and filing requirements. The published release regarding the new rules can be found at the SEC Web site (http://www.sec.gov/rules/final/33-8048.htm).
Presentations
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05.23.2018
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10.07.2015 - 10.09.2015The Society’s Essentials Express Seminar and Western Regional ConferenceSeminarsThe Society of Corporate Secretaries & Governance Professionals / Seattle, WAWe are very pleased to announce that Perkins Coie partner Evelyn Cruz Sroufe will moderate the panel, “Directors Speak: The Changing Dynamics of the Boardroom” on October 9th, and that on October 9th, Perkins Coie partner, Sue Morgan, will participate in the panel, “Proxy Season: 2015 Review and 2016 Preview”.