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    1. Compensation Clawbacks: Trends and Lessons Learned

      Compensation Clawbacks: Trends and Lessons Learned

      Executive compensation clawback policies continue to grow in popularity. Although the Securities and Exchange Commission (SEC) has not yet finalized its rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) that will require publicly-traded companies to adopt compensation recovery policies, many companies have now voluntarily adopted clawback policies...

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    2. Will California's Board Quota Law Change Diversity Disclosures In Proxy Statements?

      Will California's Board Quota Law Change Diversity Disclosures In Proxy Statements?

      The Securities and Exchange Commission's proxy rules require the following disclosure with respect to board diversity: "Describe the nominating committee's process for identifying and evaluating nominees for director, including nominees recommended by security holders, and any differences...

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    3. Deferred Compensation Plans: Options and Considerations

      Deferred Compensation Plans: Options and Considerations

      Businesses often consider how to reward and retain top talent and incentivize productivity without offering equity, an ownership interest in the business. An executive deferred compensation plan allows an employer to supplement an executive’s base salary over a longer horizon—either after retirement or over a period of years...

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    4. It’s Time to Talk Diversity in D and O Questionnaires

      It’s Time to Talk Diversity in D and O Questionnaires

      Corporate secretaries of public companies will soon be updating their D&O questionnaires for the 2021 proxy season, and they should consider whether to include a question that allows directors to self-identify as diverse. While companies may be hesitant to raise the issue, increasingly, they are being asked for diversity data on their boards and employees...

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    5. What Counts as a “Perk” During the COVID-19 Pandemic?

      What Counts as a “Perk” During the COVID-19 Pandemic?

      Companies have offered benefits to employees, including executive officers, to enable them to continue their work and otherwise to make their lives easier during the COVID-19 pandemic. Now the SEC has released additional guidance as to when these benefits constitute perquisites or personal benefits that should be included in executive compensation for proxy disclosure purposes...

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    6. Is Your Board Gender Diverse Yet? Washington Public Companies Reminded of Upcoming Board Diversity Requirement

      Is Your Board Gender Diverse Yet? Washington Public Companies Reminded of Upcoming Board Diversity Requirement

      When the Women on Corporate Boards Act (Section 1 of Substitute Senate Bill 6037) became effective on June 11, 2020, Washington became the second state (after California) to affirmatively address gender diversity on public company boards of directors in its corporate statute...

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    7. Shareholder Proposal No-Action Requests in the 2020 Proxy Season: Glimmers of Hope for Board Analyses, Limits on Micromanagement

      Shareholder Proposal No-Action Requests in the 2020 Proxy Season: Glimmers of Hope for Board Analyses, Limits on Micromanagement

      In October 2019, for the third consecutive year, the Staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued guidance concerning companies’ ability to exclude shareholder proposals from their proxy statements by addressing the significance of a proposal through a board analysis. That guidance also discussed the ability to exclude proposals on the basis of micromanagement...

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    8. California Legislature Passes Corporate Board Racial/Ethnic/Gender Quota Bill

      California Legislature Passes Corporate Board Racial/Ethnic/Gender Quota Bill

      The California legislature convened over the weekend as the current biennium comes to a close today. On Sunday afternoon, the Assembly Banking and Finance Committee heard the Senate amendments to AB 979 , a bill that would impose quotas on the boards of directors of publicly held corporations with their principle executive offices in California...

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    9. SEC Amends Accredited Investor Definition

      SEC Amends Accredited Investor Definition

      On Aug. 26, 2020, the Securities and Exchange Commission (SEC) announced amendments to the definitions of “accredited investor” and “qualified institutional buyer” (QIBs) to expand the universe of investors who are eligible to participate in certain common types of private securities offerings (available here ). The amendment is effective 60 days after publication in the Federal Register...

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      Mentions: The SEC Investor SEC
    10. Ten Essential Steps to Take Now to Advance Corporate Board Governance

      Ten Essential Steps to Take Now to Advance Corporate Board Governance

      Corporate board members face increasing risks.  Federal prosecutors are watching their behavior when corporate malfeasance occurs.  Regulators focus on the important issue of board governance.  Shareholders are ready to file derivative suits at the drop of a hat when corporate misconduct occurs...

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    11. Blog: Nom/Gov Committees Response to COVID-19

      Blog: Nom/Gov Committees Response to COVID-19

      In a recent survey of over 70 nominating/governance committee chairs of S&P 500 and Fortune 500 companies, consultant SpencerStuart asked respondents about how their boards responded to COVID-19 and the nature of any long-term governance changes they anticipated post-pandemic. Somewhat surprisingly, given the issues COVID-19 has created or highlighted for companies, committee chairs do not appear to be in any kind of rush to institute changes—in fact, quite the opposite seems to be the prevailing perspective...

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    12. Why the Board of Directors Need an Investigation Protocol

      Why the Board of Directors Need an Investigation Protocol

      Many companies have an investigation protocol in place when a potential compliance or other legal issue arises. However, many Boards of Directors do not have the same rigor when it comes to an investigation, which should be conducted or led by the Board itself. The consequences of this lack of foresight can be problematic, because if a Board does not get an investigation which it handles right, the consequences to the company, its reputation and value can all be quite severe.

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    13. Stockholders and Board Directors: Overview of COVID-Related Changes to Title 8 of Delaware General Corporation Law

      Stockholders and Board Directors: Overview of COVID-Related Changes to Title 8 of Delaware General Corporation Law

      On July 16, 2020, Governor John Carney of Delaware signed into law House Bill 341 to amend Title 8 of the Delaware General Corporation Law (DGCL) which, among other things, (1) solidifies a pandemic as an emergency situation, (2) expands the special powers of stockholders and directors during such emergency conditions, and (3) allows for the option to use electronic transmission documentation and electronic signatures for the execution of documents (previously limited to hardcopy and manual execution only)...

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    14. 31 Days to a More Effective Compliance Program - The Board of Directors as an Internal Control

      31 Days to a More Effective Compliance Program - The Board of Directors as an Internal Control

      James Doty, former Commissioner of the Public Company Accounting Oversight Board (PCAOB) was once asked if the Board or its sub-committee which handles audits was a part of a company’s internal financial controls. He answered that yes, he believed that was one of the roles of an Audit Committee or full Board. I had never thought of the Board as an internal control but the more I thought about it, the more I realized it was an important insight for any Chief Compliance Officer or compliance practitioner as it also applies as a compliance internal control...

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    15. 31 Days to a More Effective Compliance Program - Inquiring Up and Down

      31 Days to a More Effective Compliance Program - Inquiring Up and Down

      Where does “tone at the top” start? With any public and most private U.S. companies, it is at the Board of Directors. But what is the role of a company’s Board in compliance? First a Board should not engage in management but should engage in oversight of a CEO and senior management. The Board does this through asking hard questions, risk assessment and identification...

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

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    16. OIG Guidance for Boards Regarding Compliance

      OIG Guidance for Boards Regarding Compliance

      The Office of Inspector General (OIG) white paper, “ Practical Guidance for Health Care Governing Boards on Compliance Oversight ” (OIG Guidance), provides an excellent road map for thinking about how to structure a Compliance Committee for your Board and a Board’s obligations. As an introduction, the OIG Guidance states that a Board must act in good faith around its obligations regarding compliance...

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