Publication
Alerts
Shareholder Proposals to Limit Severance Aim to Improve Governance But May Have Unintended Consequences
Alert | By Cimi Silverberg, Daniel Ryterband, Noah Kaplan
Amid the significant increase in shareholder proposals at Russell 3000 companies over the past year, the most prevalent executive compensation-related proposal is to limit severance payments.
SEC Finalizes Pay Versus Performance (PVP) Disclosure Rule, Requiring Complex Calculations for 2023
Alert | By David Gordon, Kenneth Sparling, Dina Bernstein, Andrew Lash, Samantha Nussbaum, David Yang
The SEC released the long-awaited final rule that implements a requirement in the Dodd-Frank Act. The new PVP Rule will require recalculation of various Summary Compensation Table inputs…
FASB Issues Accounting Standards Update on Simplifying the Valuation of Share-Based Awards for Nonpublic Companies
Alert | By Stafford Schmidt, Thomas Haines
FASB issued its Accounting Standards Update 2021-07 to the Accounting Standards Codification Topic 718-10-30-20, which further simplifies the valuation of equity-classified share-based awards for nonpublic companies made to employees and nonemployees.
Accounting for Stock Compensation Under FASB ASC Topic 718
Alert | By Thomas Haines
FASB Accounting Standards Codification Topic 718, Stock Compensation (formerly, FASB Statement 123R), requires generally that all equity awards granted to employees and nonemployees be accounted for at “fair value.” This fair value is measured at grant for stock-settled awards, and at subsequent exercise or settlement for cash-settled awards.
Update: Trends in 10-K Human Capital Resources Disclosures
Alert | By David Gordon, Dina Bernstein, Andrew Lash
New SEC rules, effective November 9, 2020, provide that annual reports must describe the registrant’s human capital resources (HCR) “to the extent material to an understanding of the registrant’s business taken as a whole.” FW Cook has now reviewed…
10-K Filings Show a Variety of Approaches to the New Human Capital Resources Disclosure Rules
Alert | By David Gordon, Dina Bernstein, Andrew Lash
Effective November 9, annual reports on Form 10-K must be filed in accordance with new SEC rules, which have significantly modified the required contents. One of the new rules provides that the 10-K must describe the registrant’s human capital resources…
FASB Proposes Accounting Standards Update Simplifying the Valuation of Stock Options for Nonpublic Companies
Alert | By Thomas Haines
FASB released a proposed Accounting Standards Update that would simplify the valuation of equity-classified stock options and stock-settled stock appreciation rights for nonpublic companies by allowing them to use the safe harbor valuation methods…
SEC Issues Final Rules Regarding Proxy Adviser Recommendations
Alert | By David Gordon, Dina Bernstein
On July 22, the SEC issued final rules regarding proxy advisers, such as Institutional Shareholder Services (ISS) and Glass Lewis, who provide proxy recommendations to persons making proxy voting decisions. The final rules follow intense, and divided, commentary on the proposed rules…
Executive Compensation Restrictions for Companies Receiving Loans or Payroll Assistance Under the CARES Act
Alert | By David Gordon, Bindu Culas
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted March 27, 2020, and contains a massive set of laws intended to deal with the Coronavirus pandemic, including potential relief in the form of loans/loan guarantees to some employers and potential payroll assistance…
IRS Issues Complex Proposed Regulations with Respect to Section 162(m)
Alert | By David Gordon, Dina Bernstein, Samantha Nussbaum
On December 16, 2019, the IRS released proposed regulations on the changes to section 162(m) of the Internal Revenue Code (162(m)) enacted by the Tax Cuts and Jobs Act of 2017 (TCJA). The proposed regulations provide extensive guidance on a number of critical issues under 162(m), including…
Accounting for Stock Compensation Under FASB ASC Topic 718
Alert | By Thomas Haines
FASB Accounting Standards Codification (ASC) Topic 718, Stock Compensation (formerly, FASB Statement 123R), requires generally that all equity awards granted to employees and nonemployees be accounted for at “fair value.”
Company Hedging Policies: Observations from New Proxy Disclosures
Alert | By David Gordon, Dina Bernstein, Andrew Lash
On December 18, the SEC approved final rules requiring the disclosure of hedging policies in annual proxy statements. We reviewed the first 40 proxies that included the newly required disclosure and observed…
