The SEC provides much-needed guidance on the new pay versus performance disclosure requirements that will be applicable to the current proxy season. In this resource, Latham & Watkins summarizes the guidance that will likely be applicable to most companies
Last month, the Delaware Court of Chancery and the US Securities and Exchange Commission (SEC), each analyzed the response of the McDonald’s board to allegations of serious misconduct by the company’s most senior executives. As a result, non-director officers may face liability for failing to properly oversee the corporation’s affairs and ignoring “red flags” within their “areas of responsibility.” To learn more read this article developed by Latham & Watkins.
Effective January 1, 2023, employers who are hiring in the state of Washington will need to comply with the strictest job posting requirements in the United States. Washington’s newly revised Equal Pay And Opportunity Act now requires employers with 15 or more employees to disclose a pay scale and general description of benefits in each job posting or face claims of at least $5000 per violation. Washington’s agency overseeing the Act recently finalized its Policy to answer many outstanding questions regarding compliance with the new law.
Each year brings new executive compensation rules and considerations, whether based on Securities and Exchange Commission (SEC) rules, developments under the Internal Revenue Code, litigation trends, institutional adviser sentiment, or proxy advisory firm policy updates. As a result, US public companies will need to be on top of the changing executive compensation rules when preparing their proxy statements and annual meeting agendas. Latham & Watkins provides an overview of key regulatory developments, including final rules from the SEC on pay versus performance disclosures, clawback policies and 10b5-1 insider trading plans, updates to Institutional Shareholder Services (ISS) and Glass Lewis voting guidelines, considerations relating to CEO pay ratio disclosures and equity plan proposals and other important proxy season housekeeping and reminders, including as they relate to say on pay and the say on pay frequency vote and compensation advisor independence and risk assessments. Companies should consult with their legal, tax, and accounting advisers to confirm compliance with disclosure requirements, tax law developments, recent litigation trends, and other considerations that will require continued attention in 2023 and beyond.
A guide to help FPIs and their investment bankers understand the regulatory regime applicable to capital-raising activities in the United States.
In 2023, investors, customers, regulators, and other key stakeholders are expected to continue to demand corporate responsiveness on ESG issues. However, how these stakeholders expect organizations to respond on ESG issues is becoming increasingly more nuanced and complex. In this complicated macro, economic, political and legal context, this fourth annual installment of Latham's "ESG top 10 list" highlights the ESG developments in trends that are likely to emerge in 2023.
Latham & Watkins provides an overview of how to best navigate the SEC's new "Clawback" rules. These include how to understand and apply the new rules, to new disclosure requirements and more.
This resource from Latham & Watkins LLP provides insight into frequently asked questions regarding Amended Rule 10b4-1 and Insider Trading Disclosures. These include questions on Compliance Dates and Transition Issues, Cooling-Off Periods, Overlapping Plans, Affiliated Entities, and more.
This Guide developed by Latham & Watkins is a resource for public company executives and in-house counsel facing an investigation by the US Securities and Exchange Commission.
The following flowchart is designed as an internal guide to assist managers in making a preliminary assessment of whether a job position may qualify for exempt status under the FLSA. This document is only designed to be a tool to assist in the implementation of new job positions. This flowchart does not take applicable state law into account which may impact the exemption analysis.