The Securities and Exchange Commission is expected to ask more companies to explain how they calculate performance measures that go beyond U.S. generally accepted accounting principles, a move to gauge whether these metrics could potentially mislead investors. The U.S. securities regulator for years has monitored companies’ use of so-called non-GAAP earnings measures in their financial…
After the Supreme Court issued its ruling on Dobbs v. Jackson Women’s Health Organization last year, the case that overturned Roe v. Wade, companies were suddenly thrust into the spotlight on abortion and pressured to make difficult choices regarding reproductive health care and their workforces. Now, investors on both sides of the issue are using…
While environmental, social and governance (ESG) may soon see a seismic shift in disclosure requirements, there has been no shortage of regulatory scrutiny based on existing requirements. The U.S. Securities and Exchange Commission’s (SEC or Commission) Division of Corporation Finance (Corp-Fin) has been busy on the environmental, social and governance (ESG) ESG disclosure front through…
Shareholder proposals aimed at labor-related issues have more than tripled over the last year, bringing with them additional risks for boards and companies. The growing spotlight on labor could bring battles that unfold on proxies or in court — and a recent Delaware Chancery Court case could further the trend. In 2022, shareholders across all…
T-Mobile announced in a Form 8-K last month that it had suffered a cybersecurity breach that could present “significant,” yet probably not material, costs to the company. The disclosure included a swath of information — including details on the types of files accessed by bad actors, where hackers probably got into T-Mobile’s systems and a…
More than half of S&P 500 boards modified some element of directors’ pay in 2022, whether through boosting equity grants, annual cash retainers or another element of board compensation in a bid to keep pat at competitive levels, said consultants. …A look at 2022 director compensation disclosures using public company intelligence provider MyLogIQ shows that…
Labor-related shareholder proposals are on the rise with initiatives aimed at working conditions more than tripling last year. These resolutions have received a high average rate of support, and investors are maintaining pressure on the subject. Therefore, sources say, directors should view these measures with prudence. …Shareholders filed at least 29 proposals in 2022 related…
Companies are increasingly disclosing provisions in separation agreements that include continuing health care coverage for departing executives, according to data from public company intelligence provider MyLogIQ. The uptick in disclosures puts the details of these plans front and center for execs and competitors. Boards mulling over retention considerations or updating change-in-control agreements may find it…
Delaware companies have been given the green light to protect corporate officers from personal monetary liability in breach of fiduciary duty claims after the state adopted new amendments to its corporate law provisions in August. But to make use of the provisions, known as officer exculpation, companies will have to update their charters and gain…
After years of anticipation from corporations, institutional investors and better-business advocates, the Securities and Exchange Commission adopted its final clawback rule Wednesday requiring companies to recover erroneously awarded incentive-based compensation after making a financial restatement. The new rule will force companies to craft policies aligned with the SEC’s rule – and that also goes for…