In two recent cases, the SEC affirmatively decided not to bring clawback actions under Section 304 of the Sarbanes-Oxley Act (“SOX”) against executives who reimbursed their respective...
The recent market turmoil has forced VC firms and other private company investors to examine closely the real possibility of seeking financing at a lower valuation – what is often refer...
Facebook has announced its settlement of a lawsuit filed in June 2014, alleging that its board of directors breached their fiduciary duties and unjustly enriched themselves and wasted cor...
The past year has seen the issue of financial sector pay continue to generate headlines. With the EU having put in place a complex web of overlapping law, regulation and guidance during 2...
On August 5, 2015, in a 3-2 vote, the SEC adopted a final rule implementing the provision of the Dodd-Frank Act that requires U.S. public companies to disclose the ratio of their CEO’s ...
Corporate governance is no longer just a hot topic for rarefied conversation; it is a permanent element in corporate valuations. This year, we witnessed the continuation of many trends th...
On July 1, 2015, in a 3-2 vote, the SEC proposed a rule implementing Section 954 of the Dodd-Frank Act, which requires listed companies to implement clawback policies to recover incentive...
This spring, the Office of the Chief Counsel of the Internal Revenue Service (IRS) released three Chief Counsel Advice (CCA) memoranda regarding a variety of compensatory tax issues. Spec...
On April 30, 2015, the Delaware Court of Chancery held for the second time in three years that a decision by a board of directors or a board’s compensation committee to award equity to ...
On April 14, 2015, the U.S. Department of Labor (“DOL”) released its long-awaited re-proposed regulation redefining who is a “fiduciary” under Section 3(21) of the Employee Retire...
