Just in time to make your Labor Day more interesting? OIRA has listed the SEC’s proposal to reform executive compensation disclosures – meaning that agency is reviewing that rule proposal. And as we noted in this blog, even though OIRA has 90 days to complete a review, it often takes a fraction of that time. So we may well see the SEC’s proposal by next …
Five Hot Tips for Director Travel and Reimbursement Policies
Companies cover director travel and other reasonable expenses associated with their board service – and some also cover guest travel and even purely personal flights for safety reasons. But how this is accomplished varies significantly by company, and sometimes it changes within particular companies as board composition morphs over time. Although not required, many companies have policies that help guide what is permissible – and …
Proposed Reg E-Delivery: Impact on Employer Obligations for Equity Comp
Here’s an excerpt from this Cooley Alert penned by Ali Murata, Michael Bergmann and Dillon Jones: “Federal securities laws impose delivery obligations on companies in connection with director and executive incentive equity compensation programs – from Form S-8 prospectuses to equity award agreements and even tender offer materials. Now, those rules may change in a significant way. The SEC recently proposed Regulation E-Delivery, a sweeping …
Summer Doldrums – or Time to Think About Executive Comp Programs?
Here’s an excerpt from this Cooley Alert penned by Ali Murata and Michael Bergmann: “And so, what does that type of summer reading list look like? The most logical first step probably is to look at your compensation committee meeting checklist and identify those items that would benefit from a head start, even (and perhaps especially) those items that are not fully ripe for some …
Lessons From the Skies for Executive Compensation Programs
Here’s the intro from this Cooley Alert penned by Ali Murata and Michael Bergmann: “As seasoned pilots know, a downward spiral often starts gradually, almost imperceptibly, unless you heed the early warning signs. If those signs are missed or ignored, trouble compounds. It’s often tough to know whether you’re really in a spiral until it starts to tighten, and at some point – sometimes seemingly …
Executive Comp: Does No 10-Q Mean More 8-K?
As I blogged a while back, the SEC is prioritizing a rulemaking to make quarterly reporting optional in favor of a semi-annual reporting regime. This Cooley Alert – penned by Ali Murata and Michael Bergmann – notes that one collateral consequence of this upcoming rulemaking that has received little attention so far is the potential effect on SEC Form 8-K disclosure. Here is an excerpt …
SEC Chairman Atkins Talks Executive Compensation Disclosure
On Friday, I blogged about this recent speech from SEC Chairman Paul Atkins in the risk factors context. Today, I’m blogging about what the Chairman said about executive compensation disclosure. You will recall that last summer, the SEC solicited comment on modernizing Item 402 of Regulation S-K as part of a roundtable held on that topic (here’s the Cooley Alert about that roundtable). Here are …
Equity Plan Proposals: Changes in ISS’ EPSC Evaluation
Here’s an excerpt from this Cooley Alert penned by Michael Bergmann and Ali Murata: “It is important to note that, in December 2025, ISS added an additional negative overriding factor, where a plan has an “insufficient” score under the Plan Features pillar (i.e., if the plan “lacks sufficient positive features,” as ISS puts it). As a result, ISS may recommend a vote against an equity …
Tomorrow’s Webcast: “Proxy Disclosures – A Look at Potential Changes Ahead”
Join us tomorrow, Wednesday, January 21st for the webcast – “Proxy Disclosures: A Look at Potential Changes Ahead” – during which Cooley’s Ali Murata and Brad Goldberg, as well as Compensia’s Mark Borges, will share insights on hot-button topics in proxy disclosures leading into this proxy season, including potential regulatory environment shifts and proxy advisor and institutional investor policy updates. Register now.
New California Law Restricts Ability to Compel Repayments From Employees Upon Termination
Here’s a Cooley Alert penned by Ali Murata and Michael Bergmann: “Earlier this year, California enacted Assembly Bill 692, which could dramatically affect many common techniques used by employers to recover funds from terminating employees. As further described in this November 24 client alert, for employment contracts entered into on or after January 1, 2026, the new law generally prohibits inclusion of (or requiring a …