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    1. Heads-Up for the 2021 Proxy Season: Glass Lewis Issues Policy Updates

      Heads-Up for the 2021 Proxy Season: Glass Lewis Issues Policy Updates

      Glass Lewis has released updates to its proxy voting guidelines applicable generally for shareholder meetings held after January 1, 2021. Noteworthy changes focus on board diversity and refreshment, board oversight responsibilities relating to environmental, social and governance issues (ESG), special purpose acquisition companies (SPACs) and executive compensation topics. The updates also refine and codify certain other existing policies...

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    2. Talking The Talk Versus Walking The Walk: Shareholder Suits Aim To Push Board Diversity And Punish Companies Supposedly Failing To Make Meaningful Change

      Talking The Talk Versus Walking The Walk: Shareholder Suits Aim To Push Board Diversity And Punish Companies Supposedly Failing To Make Meaningful Change

      A lot of attention has been paid to board diversity – or lack thereof – in recent months. California enacted AB-979, which expanded upon California’s earlier gender diversity law and requires boards to make strides in other types of diversity, including racial and ethnic minorities...

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    3. SEC Makes 2020 A Record Year for Whistleblowers. What Does It Mean for Compliance?

      SEC Makes 2020 A Record Year for Whistleblowers. What Does It Mean for Compliance?

      This year is proving to be a record-setting year for whistleblowers. On October 22, the U.S. Securities and Exchange Commission announced it had awarded an unprecedented $114 million to a whistleblower who, the SEC says, endured personal and professional hardship to give critical assistance to the agency and bring an end to massive corporate wrongdoing. The SEC's whistleblower program has awarded almost as much in the past 10 months as it has in the last 8 years combined...

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    4. Compensation Clawbacks: Trends and Lessons Learned

      Compensation Clawbacks: Trends and Lessons Learned

      Executive compensation clawback policies continue to grow in popularity. Although the Securities and Exchange Commission (SEC) has not yet finalized its rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) that will require publicly-traded companies to adopt compensation recovery policies, many companies have now voluntarily adopted clawback policies...

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    5. Will California's Board Quota Law Change Diversity Disclosures In Proxy Statements?

      Will California's Board Quota Law Change Diversity Disclosures In Proxy Statements?

      The Securities and Exchange Commission's proxy rules require the following disclosure with respect to board diversity: "Describe the nominating committee's process for identifying and evaluating nominees for director, including nominees recommended by security holders, and any differences...

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    6. Deferred Compensation Plans: Options and Considerations

      Deferred Compensation Plans: Options and Considerations

      Businesses often consider how to reward and retain top talent and incentivize productivity without offering equity, an ownership interest in the business. An executive deferred compensation plan allows an employer to supplement an executive’s base salary over a longer horizon—either after retirement or over a period of years...

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    7. It’s Time to Talk Diversity in D and O Questionnaires

      It’s Time to Talk Diversity in D and O Questionnaires

      Corporate secretaries of public companies will soon be updating their D&O questionnaires for the 2021 proxy season, and they should consider whether to include a question that allows directors to self-identify as diverse. While companies may be hesitant to raise the issue, increasingly, they are being asked for diversity data on their boards and employees...

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    8. What Counts as a “Perk” During the COVID-19 Pandemic?

      What Counts as a “Perk” During the COVID-19 Pandemic?

      Companies have offered benefits to employees, including executive officers, to enable them to continue their work and otherwise to make their lives easier during the COVID-19 pandemic. Now the SEC has released additional guidance as to when these benefits constitute perquisites or personal benefits that should be included in executive compensation for proxy disclosure purposes...

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    9. Is Your Board Gender Diverse Yet? Washington Public Companies Reminded of Upcoming Board Diversity Requirement

      Is Your Board Gender Diverse Yet? Washington Public Companies Reminded of Upcoming Board Diversity Requirement

      When the Women on Corporate Boards Act (Section 1 of Substitute Senate Bill 6037) became effective on June 11, 2020, Washington became the second state (after California) to affirmatively address gender diversity on public company boards of directors in its corporate statute...

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    10. Shareholder Proposal No-Action Requests in the 2020 Proxy Season: Glimmers of Hope for Board Analyses, Limits on Micromanagement

      Shareholder Proposal No-Action Requests in the 2020 Proxy Season: Glimmers of Hope for Board Analyses, Limits on Micromanagement

      In October 2019, for the third consecutive year, the Staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued guidance concerning companies’ ability to exclude shareholder proposals from their proxy statements by addressing the significance of a proposal through a board analysis. That guidance also discussed the ability to exclude proposals on the basis of micromanagement...

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    11. California Legislature Passes Corporate Board Racial/Ethnic/Gender Quota Bill

      California Legislature Passes Corporate Board Racial/Ethnic/Gender Quota Bill

      The California legislature convened over the weekend as the current biennium comes to a close today. On Sunday afternoon, the Assembly Banking and Finance Committee heard the Senate amendments to AB 979 , a bill that would impose quotas on the boards of directors of publicly held corporations with their principle executive offices in California...

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    12. SEC Amends Accredited Investor Definition

      SEC Amends Accredited Investor Definition

      On Aug. 26, 2020, the Securities and Exchange Commission (SEC) announced amendments to the definitions of “accredited investor” and “qualified institutional buyer” (QIBs) to expand the universe of investors who are eligible to participate in certain common types of private securities offerings (available here ). The amendment is effective 60 days after publication in the Federal Register...

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      Mentions: The SEC Investor SEC
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