Corporate, Securities, And Governance

Each year brings new executive compensation rules and considerations, whether based on Securities and Exchange Commission (SEC) rules, developments under the Internal Revenue Code, litigation trends, institutional adviser sentiment, or proxy advisory firm policy updates. As a result, US public companies will need to be on top of the changing executive compensation rules when preparing their proxy statements and annual meeting agendas. Latham & Watkins provides an overview of key regulatory developments, including final rules from the SEC on pay versus performance disclosures, clawback policies and 10b5-1 insider trading plans, updates to Institutional Shareholder Services (ISS) and Glass Lewis voting guidelines, considerations relating to CEO pay ratio disclosures and equity plan proposals and other important proxy season housekeeping and reminders, including as they relate to say on pay and the say on pay frequency vote and compensation advisor independence and risk assessments. Companies should consult with their legal, tax, and accounting advisers to confirm compliance with disclosure requirements, tax law developments, recent litigation trends, and other considerations that will require continued attention in 2023 and beyond.

This resource from Latham & Watkins LLP provides insight into frequently asked questions regarding Amended Rule 10b4-1 and Insider Trading Disclosures. These include questions on Compliance Dates and Transition Issues, Cooling-Off Periods, Overlapping Plans, Affiliated Entities, and more.

In 2023 investors customers, regulators, and other key stakeholders are expected to continue to demand corporate responsiveness on ESG issues. However, how these stakeholders expect organizations to respond on ESG issues is becoming increasingly more nuanced and complex. In this complicated macro, economic, political and legal context, this fourth annual installment of Latham's "ESG top 10 list" highlights the ESG developments in trends that are likely to emerge in 2023.