Recently, I asked Freshfields’ Pam Marcogliese, DLA Piper’s Sanjay Shirodkar, and Compensia’s Mark Borges the question of “What might be an example of a positive outcome for a client based on good disclosure that was drafted?” Here’s a summary of…
One challenge that sometimes happens as part of a company’s drafting process is when the compensation group is working off kilter a little bit from the rest of the drafting team.
The problem arises due to a timing difference. The…
Recently, I asked Freshfields’ Pam Marcogliese, DLA Piper’s Sanjay Shirodkar, and Compensia’s Mark Borges the question of “What might be an example of a positive outcome for a client based on good disclosure that was drafted?” Here’s a summary of…
Item 402(j) of Regulation S-K provides a lot of flexibility when companies make their “Potential Payments Upon Termination or Change-in-Control” disclosure. In requiring information about potential payments to NEOs in connection with certain specified terminations of employment or a change…
As T. Rowe Price’s Donna Anderson recently noted in my interview with her, she is always kind of surprised at the number of companies – including big companies – that still don’t have any kind of letter or remarks from…
Now that ExxonMobil has filed these solicitation materials with the SEC related to the retail voting program that everyone is talking about, you might wonder what type of campaign your company would wage itself if it were to adopt a…
Director nomination disclosures historically have focused on the nomination and corporate governance committee’s recommendation of the slate of nominees for election. Often this section includes a statement that the committee annually considers the current composition of the board, as well…
Most director policies limiting service on other boards reflect the stated guidelines of the company’s most influential investors and proxy advisors. Disclosure of company-specific board service policies is common to show alignment. While shareholders still show interest in these policies,…
