On July 22, 2020, the Securities and Exchange Commission adopted final rules and supplemented interpretative guidance that modify the proxy rules as applied to proxy advisory firms and clarify the fiduciary duties of investment advisers when voting proxies. One of our rising stars (Chelsea Lomprey) did the heavy lifting in drafting a client alert on
SEC Rules
Ideas on How to Revise Performance Metrics Without Tripping the SEC’s Tender Offer Rules
By Anthony J. Eppert on
Posted in Compensation Design
Many publicly-traded issuers in today’s environment have outstanding equity awards with performance goals that are unlikely to be achieved. In response, Compensation Committees of such issuers will need to strike a balance between incentivizing/retaining executives and dealing with the stark reality that shareholders have lost substantial value. To that end, Compensation Committees are likely to…