SEC’s Rule on Pay Said to Omit Unvested Stock: Business of LawEllen Rosen
U.S. regulators are set to release a long-awaited rule requiring companies to tell shareholders how much top executives earn relative to the performance of their shares.
The new yardstick may include only part of executives’ compensation. It excludes unvested stock grants and options that can form the biggest chunk of pay years down the road, according to two people familiar with the matter, who asked not to be named because the proposal hasn’t been made public.
The Securities and Exchange Commission has struggled for five years to issue the pay-for-performance provision, which was mandated in the 2010 Dodd-Frank Act amid public outrage over executive payouts that were awarded even as stocks tanked. Many companies have pushed for the narrower formula for defining compensation that paints a more modest picture of how much top executives are paid.
The plan would require companies to report in their proxy statements the trend in executive pay over several years, while also showing charts and possibly a narrative that lays out how the compensation compares with investment returns. Proxies are sent out ahead of company’s annual meetings, where shareholders get to vote on directors and weigh in on pay.
The SEC’s proposal hews closely to models used by companies such as General Electric Co., Exxon Mobil Corp. and the Coca-Cola Co., which for years have given investors supplemental disclosures with pay totals that strip out unvested stock and options as well as changes in pension value.
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Law Firm News
Bankruptcy Chief Judge Bowie Joins Ballard Spahr in San Diego
Peter Bowie, the former chief judge for the U.S. Bankruptcy Court in the Southern District of California, has joined Ballard Spahr LLP’s bankruptcy practice as of counsel in the firm’s San Diego office. Bowie recently retired after a 27-year career on the bench. Before joining the court, he spent 14 years in the U.S. Attorney’s Office in the district, the last six as chief assistant U.S. attorney, according to a statement from the firm.
Bowie has also served on the Review Department of the California body that focuses on attorney discipline, and in 1995 was appointed by U.S. Supreme Court Chief Justice William Rehnquist to the Codes of Conduct Committee of the Judicial Conference of the United States.
He has worked with the Federal Judicial Center, the education and research agency for the federal courts, where he has prepared judicial ethics presentations and has served on the faculty for orientation of new bankruptcy judges.
Bowie joins the firm’s litigation department and its bankruptcy, reorganization and capital recovery group. His practice will include mediation settlement conferences, and he will work on developing a mediation practice.
Shearman & Sterling Adds Bankruptcy Lawyer Moss in New York
Shearman & Sterling LLP has hired Joel Moss as a partner in the financial restructuring and insolvency practice based in New York. Moss was previously partner at Mayer Brown LLP and has also worked in-house at Barclays, where he handled bankruptcy and restructuring matters for the bank in the U.S.
Moss advises banks, trading desks and distressed investment funds on a range of bankruptcy and restructuring related matters, as well as advising banks on resolution planning. He also works regularly with distressed investment funds, advising on restructuring matters.
King & Spalding, Sutherland, Goodwin Hire Partners in London
King & Spalding LLP has hired partner Nick Cherryman in its London office. He was previously a partner in the London office of Fried Frank Harris Shriver & Jacobson LLP.
Cherryman represents clients in international arbitration and commercial disputes. Cherryman’s cases include those involving conflicts of laws, fraud, fiduciary duties, asset tracing, company insolvency, competition and commercial law.
Sutherland Asbill & Brennan LLP has hired Jenni Lajzerowicz as a partner in the London office in the firm’s energy, environmental and commodities practice. Prior to joining Sutherland, Lajzerowicz practiced at the London offices of Norton Rose Fulbright LLP.
Lajzerowicz counsels energy and natural resources companies on dispute resolution and transactional matters relating to trading and shipping of oil, gas, metals and natural resources and their extraction.
Goodwin Procter LLP has hired Catriona Berman as a partner in the firm’s real estate capital markets practice in London. Berman, who previously practiced at Macfarlanes LLP, advises on real estate transactions including acquisitions, management of estates, asset management agreements, structuring of acquisitions and property holding.
Greenberg Traurig Hires Litigator David Lisi in Silicon Valley
Greenberg Traurig LLP has expanded its litigation practice with David Lisi, who joined as shareholder in the Silicon Valley office. Lisi focuses on commercial litigation matters, advising U.S. and international technology companies on a range of matters including securities litigation and counseling, copyright and trademark issues, privacy matters, internal investigations and commercial disputes.
Mayer Brown Expands with New Partner Thomas Kollar in Hong Kong
Mayer Brown JSM has hired Thomas Kollar as a partner in the corporate and securities practice group in Hong Kong. Kollar focuses on capital markets work throughout the region and has experience in the U.S. capital markets. He was previously a foreign legal consultant at Clifford Chance in Hong Kong.
Holland & Knight Adds Tax Partner Mark Lange in Atlanta Office
Holland & Knight LLP has hired Mark Lange as a partner in the firm’s Atlanta office. Lange formerly practiced with McKenna Long & Aldridge, where he was head of the firm’s national tax practice. He focuses on transactional tax matters. He counsels clients on domestic and international corporate mergers and acquisitions, partnerships, joint ventures, alliances, limited liability companies and other pass-through venture capital and hedge fund transactions.