Blogs | SEC
SEC’s Spring 2025 Regulatory Flex Agenda Signals a Strategic Pivot
By Samantha Nussbaum, Dina Bernstein
On September 4, 2025, the SEC released its latest Spring 2025 Regulatory Flex Agenda, outlining its rulemaking priorities under Chairman Paul Atkins. It marks a pronounced shift compared to those published under the prior administration, focusing on deregulation and streamlined disclosures…
Fifth Circuit Reinstates the Notice-and-Awareness Proxy Adviser Regulation that the SEC First Adopted and then Rescinded
By Samantha Nussbaum, Dina Bernstein
In 2020, the SEC amended its proxy rules, generally requiring a proxy advisory firm (such as ISS and Glass Lewis) to make its proxy voting advice about a company available to the company no later than the time the advice goes to its clients and to provide a mechanism to inform its clients if the registrant files a response…
SEC Spring 2024 Regulatory Agenda Postpones Action on Executive Compensation Rules
By David Gordon
The SEC has four rules under consideration relevant to executive compensation matters. In each case the date of SEC action has been postponed from the dates previously announced in the Fall 2023 Regulatory Agenda…
Clawback Provisions that Go Beyond SEC Requirements are Prevalent Among Large-Cap Companies
By Stephen Hom, Erin Bass-Goldberg, Emma van Beek
In October 2022, the SEC adopted final clawback rules mandated by the Dodd-Frank Act, which required companies listed on the NYSE and Nasdaq to adopt a clawback policy to recover excess incentive compensation from current and former executive officers in the event of a financial restatement…
Yet Another SEC PvP CDI Update Brings Some Welcome Relief
By Samantha Nussbaum, David Gordon
On November 21st, the SEC issued 10 new or revised Compliance & Disclosure Interpretations (CDIs) relating to the Pay Versus Performance (PvP) rule and disclosure, supplementing the PvP CDIs previously issued by the SEC. We have identified one CDI that may have the greatest impact and examine it here…
Two of the New SEC PvP CDIs Raise Complicated Interpretative Issues
By Samantha Nussbaum, David Gordon, Michael Abromowitz, Dina Bernstein, Bindu Culas, Stafford Schmidt, Kenneth Sparling
Last month we blogged that the SEC had just issued 10 new Compliance and Disclosure Interpretations (CDIs) with respect to the application of the new Pay Versus Performance rule (PvP Rule) and the related table (PvP Table)…
SEC Issues Additional Pay-Versus-Performance Guidance
By Bindu Culas, Michael Abromowitz
On September 27th, the SEC issued 10 new Compliance & Disclosure Interpretations (CDIs) relating to the pay-versus-performance (PVP) disclosure rules. The new PVP CDIs supplement the 15 CDIs previously issued by the SEC on February 10, 2023. The PVP CDIs (prior and new) are incorporated into the…
Dodd-Frank Clawback Developments – NYSE & NASDAQ Issue Proposed Listing Standards and SEC Issues Compliance and Disclosure Interpretations
On October 26, 2022, the SEC adopted a final rule (the “Clawback Rule”) with respect to the new clawback requirements mandated by section 954 of the Dodd-Frank Act. Generally speaking, the Clawback Rule is triggered in the case of a restatement (both “little r” and “Big R” restatements) of a company’s financial…
SEC Issues Guidance on Final Pay Versus Performance Rules
By David Gordon, Dina Bernstein, Bindu Culas, Samantha Nussbaum
On February 10, 2023, the SEC issued much-awaited additional guidance on how to implement the pay versus performance (“PVP”) disclosure rules that were adopted on August 25, 2022. While additional governmental guidance is generally welcome, the timing of this guidance at the beginning of “proxy season” presents a challenge…
SEC Adopts Amendments Regarding Rule 10b5-1 Insider Trading Plans and Related Disclosures
By Dina Bernstein, Samantha Nussbaum, Bindu Culas
On December 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments regarding Rule 10b5-1 insider trading plans and related disclosures. In August 2000, the SEC originally adopted Rule 10b5-1, which, in part, provides insiders…
New SEC Accounting Guidance on Valuation of Spring-Loaded Equity Compensation Awards
By Stafford Schmidt, Rebecca Jordan
On November 29th, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 120 (“SAB 120”) regarding the valuation of “spring-loaded” awards to executives. SAB 120 updates previous SEC staff guidance under Topic 14: Share-Based Payments that are accounted for under…
SEC Approves Nasdaq’s Board Diversity Rule
By Louis Taormina, Rebecca Jordan
On August 6, 2021, the SEC approved Nasdaq’s Board Diversity Rule. The rule is the culmination of efforts initiated by Nasdaq in December 2020 to require Nasdaq-listed companies to publicly disclose information about the diversity makeup of boards of directors. Broadly, the Board Diversity Rule requires…
