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 For decades, Foreign Private Issuers (“FPIs”) and their insiders have been exempt from the reporting requirements of Section 16 (“Section...
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...
Dec 10, 2020 Board memo 2021: A guide to taking on the recovery era By Pamela Marcogliese Elizabeth Bieber We are pleased to present Freshfields’ Board memo 2021: A guide to taking on the recovery era, featuring contributions from our lawyers...
Nov 18, 2020 Looking ahead to the 2021 proxy season: ISS updates its voting policies By Pamela Marcogliese Maj Vaseghi Doru Gavril Elizabeth Bieber Kelsey MacElroy +2 more... Show less On November 12, Institutional Shareholder Services (“ISS”) published its annual policy updates in its 2021 global proxy voting...
Nov 16, 2020 Compensation-related considerations for the 2021 proxy season By Maj Vaseghi Lori Goodman Sarah Ghulamhussain Jordan Salzman +1 more... Show less Companies poised to enter into the upcoming annual report and proxy season should start disclosure preparations early in order to address...