July 2, 2015

The SEC’s Clawback Proposing Release: 198 Pages

Yesterday, the SEC voted to approve – by the now-norm 3-2 vote – this 198-page proposing release to direct the stock exchanges to adopt clawback listing standards, as required by Section 954 of Dodd-Frank. Comments are due 60 days from publication in the Federal Register – so the beginning of September. We’re posting memos in our “Clawbacks” Practice Area (see this Gibson Dunn blog). All five SEC Commissioners issued a written statement.

Given that the rumor that the SEC would propose these clawback rules on July 1st held true – the rumor of the SEC adopting pay ratio rules on August 5th might also prove worthy…

Pay Ratio: SEC Posts More Economic Analysis

With the comment letter deadline for the SEC’s recent release of additional economic analysis looming – this Monday, July 6th – the SEC’s Division of Economic and Risk Analysis posted another memo on Tuesday about the potential effects on the accuracy of the proposed pay ratio rule calculation of excluding different percentages of certain categories of employees.

It sure looks like the rumor of August 5th being an adoption date might come true as the SEC seems to be getting its ducks in a row to minimize the risk of losing a court battle if rules do indeed become final…

It’s Huge! Our Big Week of “Executive Pay Conferences”

The SEC’s new clawback, pay-for-performance & hedging proposals – not to mention the coming pay ratio rules – are causing a stir – and you should prepare now. These rules will be among many topics that Corp Fin Director Keith Higgins & other experts will be talking about at our popular Conferences — “Tackling Your 2016 Compensation Disclosures” — to be held October 27-28th in San Diego and via Live Nationwide Video Webcast on Act by August 7th for the phased-in rate to get 10% off.

You should make a hotel reservation now as our conference hotel always sells out – and registrations for this conference are running at an all-time high!

The full agendas for the Conferences are posted — and include the following panels:

– Keith Higgins Speaks: The Latest from the SEC
– The SEC’s Pay-for-Performance Proposal: What to Do Now
– Creating Effective Clawbacks (& Disclosures)
– Pledging & Hedging Disclosures
– Pay Ratio: What Now
– Proxy Access: Tackling the Challenges
– Disclosure Effectiveness: What Investors Really Want to See
– Peer Group Disclosures: The In-House Perspective
– The Executive Summary
– The Art of Communication
– Dave & Marty: Smashmouth
– Dealing with the Complexities of Perks
– The Big Kahuna: Your Burning Questions Answered
– The SEC All-Stars: The Bleeding Edge
– The Investors Speak
– Navigating ISS & Glass Lewis
– Hot Topics: 50 Practical Nuggets in 75 Minutes

– Broc Romanek