Jun 27, 2024 Trends and Updates from the 2024 Proxy Season By Pamela Marcogliese Elizabeth Bieber Brandon Gantus Beth George David Livshiz Christine Lyon Shira Oyserman Yunah Ko Ariana Negron Zhanqi Xu Ornia Abdouljalil Sumner Fields Jennifer King Young Park Bonnie Jordan +12 more... Show less The Freshfields’ team reviewed trends and developments for the 2024 proxy season, summarizing the key takeaways and guidance across the...
May 17, 2024 Third Time’s the Charm? FDIC, OCC, and FHFA Re-Propose Incentive-Based Compensation Rule By Nicole Foster Lori Goodman Alison Hashmall David Sewell Jordan Salzman Nariné Atamian Daniel Klingenbrunn +4 more... Show less On May 6, 2024, the Federal Deposit Insurance Corporation (FDIC), Office of the Comptroller of the Currency (OCC), and Federal Housing...
Feb 23, 2024 2024 Proxy Advisor Guidelines: What Companies Need to Know Heading into the 2024 Proxy Season By Elizabeth Bieber Sarah Ghulamhussain Peter Liddle The two most influential proxy advisor firms, Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis), updated their...
Oct 02, 2023 Pending Legislation May Extend the Application of Section 16 to Foreign Private Issuers and Their Insiders By Elizabeth Bieber Nicole Foster Lori Goodman Taryn Zucker Ethan Magid Regina Erie Elizabeth Fleming Ariana Negron +5 more... Show less An update has since been posted and can be found at this link. For decades, Foreign Private Issuers (“FPIs”) and their insiders have been...
Mar 20, 2023 When Do We Say What On Pay? By Pamela Marcogliese Elizabeth Bieber Daniel Fox Zhanqi Xu +1 more... Show less It’s that time again. For companies that are required to hold advisory shareholder “say-on-pay” votes on their executive compensation,...
Mar 07, 2023 Recent Legal Developments Relating to Compensation Clawbacks By Lori Goodman Nicole Foster Brandon Gantus Jennifer Loeb Sonia Bennett +2 more... Show less Executive Summary Executive clawbacks have been the subject of significant recent rule- and policy-making activity, by the U.S....
Jul 07, 2022 Trends and Updates from the 2022 Proxy Season By Elizabeth Bieber Pamela Marcogliese Sarah Ghulamhussain The extraordinary 2022 proxy season comprised significant developments in governance, environmental and sustainability issues,...
Dec 29, 2021 The SEC proposes amendments regarding Rule 10b5-1 trading plans and related disclosures By Sarah Solum Pamela Marcogliese Maj Vaseghi Elizabeth Bieber Tracy Zhang +2 more... Show less Rule 10b5-1, adopted in 2000, has for the past two decades provided a safe harbor from insider trading by permitting directors, officers...
Dec 20, 2021 Climate, Diversity and Control, Oh My: 2022 ISS Proxy Voting Guidelines By Pamela Marcogliese Elizabeth Bieber Jennifer Frolik Institutional Shareholder Services (“ISS”) released its policy updates and voting guidelines for shareholder meetings beginning in 2022....
Dec 16, 2021 Board Memo 2022: Sustainability and Beyond By Pamela Marcogliese Elizabeth Bieber Sebastian Fain Freshfields is pleased to announce our annual Board Memo 2022: Sustainability and Beyond. This year’s report focuses on guiding boards...
Dec 02, 2021 Spring-loaded equity awards are back on the SEC’s agenda By Maj Vaseghi Pamela Marcogliese Lori Goodman Elizabeth Bieber Andrew Herman +2 more... Show less On November 29, 2021 the United States Securities and Exchange Commission (the “SEC”) issued new guidance under Staff Accounting Bulletin...
Mar 23, 2021 Recent Developments on Section 162(m) By Lori Goodman Cristell Fortune Jordan Salzman Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally prohibits publicly held corporations from taking income tax...