Publications
-
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.
-
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.
-
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.
-
07.29.2010Perkins Coie Announces the Revised Edition of the Executive Compensation Disclosure Handbook: A Practical Guide to the SEC's Executive Compensation Disclosure RulesLawyer PublicationsPerkins Coie is pleased to announce the publication of a new edition of the Executive Compensation Disclosure Handbook: A Practical Guide to the SEC's Executive Compensation Disclosure Rules, a publication written by Perkins Coie attorneys and published by RR Donnelley.
-
2010Executive Compensation Disclosure Handbook; A Practical Guide to the SEC's Executive Compensation Disclosure RulesLawyer Publications
RR Donnelly
-
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.
-
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. -
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.
Presentations
-
07.13.2023Proxy Season Deep Dive: 20 ThingsWebinarsThis proxy season review did a deep dive on the latest developments and issues that transpired from yet another wild proxy season, including shareholder engagement, universal proxy, shareholder proposal and voting trends—as well as a bevy of practice tips for the next proxy season.
-
07.14.2022
-
12.08.2020