Once upon a time, few if any investors seriously challenged executive pay. Executive compensation was, as always, a hot topic, but in the days before say-on-pay votes, it wasn’t easy to effectively object to excessive pay packages. Moreover, as one
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REST IN PIECES: THE (UNSURPRISING AND NOT ENTIRELY UNWELCOME) DEMISE OF ESG
I’ll start by making a few things clear: I support a clean environment, stopping or slowing climate change, and many other good things. I also believe that corporations should (and many do) consider constituencies other than shareholders and seek to do…
Caveat Flyer: The IRS Is Cracking Down on Personal Use of Corporate Jets
Travel on corporate jets is alluring. I’ve had the pleasure, and it really is a pleasure. No TSA, nobody squishing you on both sides. No worry about checked bags not getting there, and so on. It’s no wonder that people love it so much.…
My Favorite Books of 2023
Once again, it’s time for the annual list of my favorite books of the year gone by. As usual, the list consists of books that I read last year, not necessarily books that were published last year.
With one exception, none…
SEC: Are You Listening?
I have often said that the SEC is an outstanding agency – for example, see here. I still believe that, although my belief has been tested in the last couple of years by the “regulatory rampage” in which the SEC…
Bad Cases Make Bad Law
We’ve all heard the expression “hard cases make bad law.” But sometimes bad law is the result of bad cases – i.e., cases that should never have been brought in the first place. That’s the case with the SEC’s prosecution…
The SEC’s New Clawback Rules: The Devil’s in the Details (and There Are Lots of Details)
Background
On October 26, 2022, the SEC adopted final clawback rules consistent with the requirements of the Dodd-Frank Act. The new rules direct the national securities exchanges to establish listing standards requiring companies to adopt, disclose, and enforce policies to…
New SEC Exemption from Registration for M&A Brokers: A Positive Step, but Not for All
The SEC recently enacted a new exemption from registration for brokers who provide certain services in M&A transactions. The new exemption, which became effective on March 29, 2023, largely confirms and codifies prior SEC guidance that was provided in a…
My Top 10 Reads of 2022
Once again, it’s time for my annual departure from the nerdy world of securities law and corporate governance to discuss my favorite 10 books of 2022 – five each of fiction and non-fiction. For those unfamiliar with what follows, the books…
Too many chiefs?
I recently read an article suggesting that companies need to consider appointing a chief resilience officer. That got me thinking about all the other “chief” positions that pundits may be encouraging companies to create. Here’s a partial list:
Chief Analytics OfficerChief Happiness…