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On June 30, 2010, the U.S. House of Representatives adopted the Dodd-Frank Wall Street Reform and Consumer Protection Act. The finalized bill is expected to be approved by the U.S. Senate after its Fourth of July recess and delivered to President Obama for signature by mid-July. The new law includes a number of important provisions relating to corporate governance and executive compensation affecting companies publicly traded in the United States. We provide a summary of the new changes in these areas:
Proxy Access
Say on Pay
(i) a nonbinding vote on executive compensation; and
(ii) a vote on whether the vote required above should take place every one, two or three years.
Shareholder Approval of Golden Parachute Compensation
(i) Additional disclosure regarding compensation arrangements related to the merger or acquisition
(ii) A nonbinding shareholder vote on such compensation arrangements unless already voted upon at an annual meeting
Compensation Committees
(i) the source of a board member's compensation, including consulting or advisory fees or other fees; and
(ii) whether the member is affiliated with the issuer, its subsidiaries or an affiliate of a subsidiary of the issuer.
(i) the provision of other services to the company;
(ii) the amount of fees as a percentage of the compensation consultant's, counsel's or advisor's total revenues;
(iii) the compensation consultant's, counsel's or advisor's policies and procedures regarding conflicts of interest;
(iv) the compensation consultant's, counsel's or advisor's business and personal relationships with the compensation committee; and
(v) any stock ownership by the compensation consultant, counsel or advisor.
(i) whether the compensation committee retained a compensation consultant; and
(ii) if any conflicts of interests were raised, how those conflicts were addressed.
Executive Compensation Disclosures
(i) the median of the annual total compensation of all employees (except the chief executive officer),
(ii) the chief executive officer's annual compensation, and
(iii) the ratio between the two.
Clawbacks
(i) for disclosure of the policy of the company on incentive-based compensation that is based on financial information required to be reported under the securities laws, and
(ii) reimbursement to the company from a current or former executive for any excess previously paid incentive-based compensation (including stock options) paid during a three-year period preceding a restatement of the company's financials. This applies regardless of whether or not the error was a result of the officer's misconduct.
Hedging
Broker Discretionary Voting
Chairman and CEO Positions
Exemption for Auditor's Attestation
Definition of Beneficial Ownership
Beneficial Ownership and Short-Swing Profit Reporting
For Financial Institutions Only
Risk Committees
(i) Publicly traded systemically important nonbank financial companies supervised by the Board of Governors of the Federal Reserve System
(ii) Publicly traded bank holding companies with total consolidated assets of $10 billion or more
(i) at least one risk management "expert" with experience in identifying, assessing and managing risk concerns of large and complex companies; and
(ii) a number of independent directors, such number to be determined by the Board of Governors.
Restrictions on Compensation Relating to Financial Institutions
(i) executive officers, employees, directors or principal shareholders with excessive compensation, fees, or benefits; or
(ii) compensation that could lead to a material financial loss to the covered financial institution.
Investment Manager Vote Reporting
Day Pitney Alert
Day Pitney Alert
Day Pitney Press Release
VCV Digital Technology announced that it plans to become a publicly traded company via a business combination with Fortune Rise Acquisition Corporation (NASDAQ: FRLAW, FRLA and FRLAW), a special purpose acquisition corporation.
Day Pitney Press Release
Day Pitney Press Release
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This website may use cookies, pixel tags and other passive tracking technologies, including Google Analytics, to improve functionality and performance. For more information, see our Privacy Policy. By using our website, you are consenting to our use of these tracking technologies. You can alter the configuration of your browser to refuse to accept cookies, but if you do so, it is possible that some areas of web sites that use cookies will not function properly when you view them. To learn more about how to delete and manage cookies, refer to the support instructions for each browser (e.g., see AllAboutCookies.org). You may locate Google Analytics' currently available opt-outs for the web here.