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executive compensation

How Shareholders View CEO Pensions and Deferred Compensation

By Carl Hsin-han Shen and Hao Zhang October 21, 2020 by renholding

Defined-benefit pension plans and deferred compensation are often sizable and important components of CEO pay packages.  In recent years, though, they have prompted controversy among investors, policymakers, and academics. On the one hand, CEO pension and deferred compensation are unsecured …

Jones Day Discusses Shareholder Lawsuits Concerning Diversity

By Nina Yadava, John C. Tang, Robert M. Tiefenbrun and Glenn R. McGillivray October 5, 2020 by Nisha Chandra

The Situation: A number of shareholder derivative lawsuits in federal court have been filed seeking to hold directors and officers of major companies accountable for alleged failures to uphold their commitment to diversity. To date, the lawsuits have been filed …

Wachtell Lipton Discusses Executive Compensation Considerations – Looking Ahead and Staying Nimble

By Jeannemarie O'Brien and Adam J. Shapiro August 25, 2020 by renholding

Unpredictability has dominated the economic climate over the last six months and likely will continue in the months ahead. Companies that swiftly and thoughtfully assess and respond to evolving challenges will most effectively manage through the pandemic. This theme applies …

Davis Polk Discusses the SEC and Inadequate Perk Disclosure

By Robert Cohen, Ning Chiu, Joseph Hall, Betty Moy Huber and Kyoko Takahashi Lin June 10, 2020 by renholding

A $900,000 fine is a reminder for companies to use care in tracking and disclosing all elements of executive compensation.

Between 2015 and 2019, Argo Group International Holding, Ltd. reported some $1.2 million in perks and similar personal benefits paid …

Davis Polk Discusses Reductions in Executive Pay Due to Covid-19

By Kyoko Takahashi Lin and David Mollo-Christensen May 8, 2020 by renholding

The coronavirus (COVID-19) pandemic and the ensuing market uncertainty, as well as recently enacted legislation, have upended the compensation and benefit programs of many companies. This is the fifth memorandum in a series of client memoranda that we are preparing …

Exequity Offers a Framework for Discretion in Executive Incentive Plans

By Chad Mitchell April 15, 2020 by renholding

The impact of COVID-19 on business has been profound and sudden. Strategic plans, business forecasts, and operating budgets set before the current crisis are likely to bear no semblance to plans that might be set today. Moreover, plans set today …

Exequity Discusses How COVID-19 Is Affecting Pay

By Ben Burney and Chris Wood April 7, 2020 by renholding

While it is safe to say every economic crisis is different, it does not seem fair to compare this crisis to any other. The global impact of the COVID-19 pandemic is unprecedented in modern times. In response, governments around the …

Are CEOs Encouraged to Take Too Much Risk?

By Justin Chircop, Monika Tarsalewska and Agnieszka Trzeciakiewicz February 14, 2020 by renholding

CEO compensation typically consists of cash and long-term equity. While the benefits of cash are to some extent fixed, the value of equity-based compensation depends on the market value of the firm. The latter is the key mechanism for motivating …

On the Use of Option Grants as a Retention Tool

By Erik Lie and Tingting Que January 16, 2020 by renholding

Firms regularly grant stock and stock options to their employees as a way to align the incentives of employees and shareholders. This is particularly relevant for executives, because they routinely make decisions that have an appreciable effect on firm value …

Does Missing Performance Goals Prompt More Opportunistic Insider Trading?

By Meng Gao December 20, 2019 by renholding

Tying executive pay to corporate performance has become increasingly important in creating incentives for corporate managers.  Theoretical models argue that compensation contracts that reward managers contingent on performance, especially performance relative to peer firms, can increase managerial effort (e.g., Holmstrom, …

Exequity Discusses 2019 Trends in Companies’ Use of Total Shareholder Return

By Ben Burney October 9, 2019 by renholding

Faced with pressures from varied constituencies, compensation committees striving to demonstrate links between pay and performance regularly consider market-based performance measures such as relative total shareholder return[1] (RTSR). Companies reviewing the mix and designs of their long-term incentives (or …

Stock-based Compensation, Financial Analysts, and Equity Overvaluation

By Partha Mohanram, Brian White and Wuyang Zhao September 5, 2019 by renholding

Stock-based compensation (SBC) is a significant and growing expense for many firms. From fiscal year 2006 to 2018, average SBC has increased steadily from 2.6 percent to 3.8 percent of operating expenses for publicly-traded companies. Despite its importance, however, most …

How Are Bankers Paid?

By Benjamin Bennett, Radhakrishnan Gopalan and Anjan V. Thakor July 9, 2019 by renholding

Bank behavior and how it relates to bank fragility and systemic risk have been in the spotlight since the 2007-2009 financial crisis. Regulators claim that bankers’ compensation structures played a role in encouraging behavior which contributed to the financial crisis. …

ISS Discusses the Seven Venial Sins of Executive Compensation

By John Roe May 24, 2019 by renholding

Compensation disclosures have grown significantly over the last decade (mostly for the better), and they continue to evolve with the ongoing engagement between companies and shareholders. Certain compensation practices are known for raising investor concerns, leading to difficult conversations between …

ISS Discusses Trends in 2019 U.S. Executive Compensation

By John Roe and Kosmas Papadopoulos April 16, 2019 by renholding

As we enter the peak of proxy season, we review executive compensation trends in the U.S. based executive pay disclosures so far this year. Our key findings include:

  • Compensation disclosures so far suggest continued increases in CEO pay across all
…

ISS Discusses the Role of “Economic Value Added” in Pay-for-Performance Analysis

By Bennett Stewart March 28, 2019 by renholding

Performance-based long-term executive compensation is generally determined by a company’s achievements over three-year measurement periods. Total Shareholder Return (TSR), however, doesn’t always accurately reflect the performance of a company or management team during that period. Macroeconomic factors, tax policy, financial …

Top Executives’ Compensation and Firm Survival

By Dimitrios Gounopoulos, Georgios Loukopoulos and Panagiotis Loukopoulos March 7, 2019 by renholding

Executive compensation elicits strong opinions from shareholders, practitioners, and the public alike. Ideally, compensation packages should be designed to attract, retain, and motivate executives to perform in accordance with the objectives of their companies’ shareholders. This idea is consistent with …

Rising Executive Pay Tied to Uncertainty of Joining New Firms

By Mary Ellen Carter, Francesca Franco and A. Irem Tuna February 22, 2019 by renholding

Everyone knows executive pay is rising. None of us can agree about why. Our forthcoming study in The Accounting Review, “Matching Premiums in the Executive Labor Market,” points to one reason—executives are being compensated for the risk they bear …

1 Comment  

How Better Corporate Governance Fosters Disruptive Innovation Through Executive Compensation

By Murat Alp Celik and Xu Tian February 18, 2019 by renholding

Innovation is the primary engine of growth in economies at the technological frontier, and a path to higher profits and growth for individual companies, as the likes of Apple, Alphabet, Microsoft, and Amazon make clear. CEOs play a crucial role …

ISS Lists Top 10 Corporate Governance Topics to Watch in 2019

By Kosmas Papadopoulos January 11, 2019 by renholding

As the world greets the New Year, investors and companies may take a moment to reflect on key corporate governance priorities in light of a potentially more challenging business environment in the year ahead. The prospect of slower global economic …

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Each business day, our team sifts through blog posts, news stories, and other sources to keep up-to-date on relevant recent developments. The following links will take you to our recommended selections. To see the sources we follow click Filter Sources.

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Bloomberg
Trump Plans Offshore Drilling Expansion
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New York Times
Yen for Low Prices Boosts Walmart Sales
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Freshfields' A Fresh Take
BIS Suspends “Affiliates Rule” on Exports
November 20, 2025
The Governance Beat
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Sidley Enhanced Scrutiny
Delaware Chancery Limits Personal Jurisdiction in Crypto Theft Case
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Bloomberg
Nvidia’s Huang Dismisses Bubble Fears
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Reuters
Trump Mulls Preempting State AI Laws
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October Jobs Data Not Forthcoming
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Saudi Arabia Backs Elon Musk’s xAI
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Brookings
Merge CFTC, SEC to Regulate Digital
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SEC Eases 2026 Crypto Sector Exams
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Firm Layoff Tactics Keep Changing
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SEC Exits Investor Proposal Processing
November 17, 2025
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Chancery Rules Bank Directors Face Liability for Illegal Overdraft Issue
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Bloomberg
Zero-Day Options Limit Stock Rallies
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Securities and Exchange Commission
Deputy Enforcement Chief Exits SEC
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Securities Regulation and Corporate Governance Monitor
SEC Registration Tips Post-Shutdown
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Coinbase DExits to Pro-Crypto Texas
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Business Law Prof Blog
How Trump Can Hurt Proxy Advisers
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Bloomberg
Warner Bros. Shields CEO Pay in a Sale
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Reuters
Verizon to Cut About 15,000 Jobs
November 13, 2025
Wall Street Journal
Paramount, Comcast, Netflix Prepare Bids for Warner as Deadline Nears
November 13, 2025
New York Times
UK OKs Small Nuclear Reactor in Wales
November 13, 2025
The Governance Beat
White House Mulls Proxy Adviser Limits
November 13, 2025
Bloomberg
October Jobs, CPI Data Reveal Unlikely
November 12, 2025
Wall Street Journal
U.S. Mints Its Final Pennies
November 12, 2025
The Governance Beat
Microsoft Excludes Shareholder Proposal Without No-Action Relief
November 12, 2025
The Block
SEC Chair Unveils “Token Taxonomy”
November 12, 2025
Deal Lawyers.com
Delaware Chancery Rules M&A Choice-of-Law Clause Covers Defamation
November 12, 2025
Bloomberg
CFPB Says Money Poised to Run Out
November 11, 2025
The Governance Beat
More Vanguard Funds Get Voting Choice
November 11, 2025
Washington Post
DOJ Struggles as Thousands Exit
November 11, 2025
Dealbook
SoftBank Sells Nvidia Stake to Pay for AI
November 11, 2025
D&O Diary
Backdoor Class Actions Thriving in UK
November 11, 2025
Wall Street Journal
Tariff Case May Define Scotus Chief
November 10, 2025
Bloomberg
BlackRock Faces 100% Private Loan Loss
November 10, 2025
Dealbook
Will Musk Get the $1 Trillion?
November 10, 2025
D&O Diary
First Brands Sues Founder: Misconduct
November 10, 2025
ThinkAdvisor
Is SEC Regulation by Enforcement Dead?
November 10, 2025
Bloomberg
Inflation Data Fog Thickens for Fed
November 9, 2025
Reuters
Retailers Promise Cheaper Thanksgiving
November 9, 2025
Wall Street Journal
Visa, Mastercard Near Merchants Deal
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Dealbook
Debt Has Entered the AI Boom
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D&O Diary
Tariffs Securities Suit Hits Carmax
November 9, 2025
Wall Street Journal
Europe Probes Nasdaq Over Antitrust
November 6, 2025
Bloomberg
Bayer Weighs Roundup’s Demise
November 6, 2025
Reuters
Tesla Shareholders OK $1 Trln Musk Pay
November 6, 2025
New York Times
UK Faces Up to Hard Economic Choices
November 6, 2025
D&O Diary
Should Securities Suits Go to Trial?
November 6, 2025
Bloomberg
Crypto Trust-Charter Bid Sparks Alarm
November 5, 2025
New York Times
Tariffs Send Automakers Into Chip Tizzy
November 5, 2025
Freshfields' A Fresh Take
SEC Ups Foreign Private-Issuer Scrutiny
November 5, 2025
Sidley Enhanced Scrutiny
Delaware Chancery Confirms Common Law Standard for Actual Control
November 5, 2025
Dykema
Dealmakers Warily Optimistic for 2026
November 5, 2025
Bloomberg
Trump’s Options If Scotus Nixes Tariffs
November 4, 2025
The Governance Beat
ISS Proposes 8 Voting Policy Changes
November 4, 2025
Wall Street Journal
Big Tesla Investor Rejects Musk Pay
November 4, 2025
D&O Diary
AI-Related Securities Suit Filed Against IC Design Software Firm
November 4, 2025
Deal Lawyers.com
M&A Anti-Reliance Clauses Skirt Risk
November 4, 2025
Wall Street Journal
Starbucks to Sell China-Business Stake
November 3, 2025
Bloomberg
Tylenol Deal Is Both Cheap and Risky
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A Rare Pricing of IPO During Shutdown
November 3, 2025
CoinDesk
SBF Retrial-Appeal Hearing Next Week
November 3, 2025
Deal Lawyers.com
Ozempic Firm Deal Jumps for Metsera
November 3, 2025
Wall Street Journal
The Amazonification of Whole Foods
November 2, 2025
Bloomberg
Teslas’ Broken Doors Prompt US Probe
November 2, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Addresses Counsel Role in Two-Person Board Deadlock
November 2, 2025
Business Law Prof Blog
Telsla’s Proposal Bundling Looks Dodgy
November 2, 2025
New York Times
Big Tech AI Spending Accelerating
November 2, 2025
Bloomberg
Uber Eyes 100,000 Robotaxis in 2027
October 28, 2025
Reuters
Nvidia Value Nears Record $5 Trillion
October 28, 2025
Wall Street Journal
UPS Cuts 48,000 Jobs
October 28, 2025
New York Times
VW: Chip Loss May Hit Production
October 28, 2025
Reuters
Tesla Chair: Pay Vote Risks Musk Exit
October 27, 2025
Wall Street Journal
Amazon to Lay Off Tens of Thousands
October 27, 2025
New York Times
Qualcomm Joins AI Boom With Chips
October 27, 2025
The Governance Beat
SEC Reg Flex Agenda Evolves Subtly
October 27, 2025
Yahoo Finance
Trump Picks Selig as CFTC Chair
October 27, 2025
Bloomberg
MAGA Is Fueling a SPAC Revival
October 26, 2025
Fortune
SEC Levels Wells Notice Playing Field
October 26, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Dismisses Complaint Based on False Allegations
October 26, 2025
EY Merger Monthly
Is Dealmaking Getting Its Mojo Back?
October 26, 2025
Business Law Prof Blog
Update on Dexit to Texas, Nevada
October 26, 2025
Reuters
Consumers Seek $2.36 Bln from Google
October 23, 2025
Bloomberg
Why Meme-Stock Mania Persists
October 23, 2025
Wall Street Journal
Trump Pardons Binance Founder
October 23, 2025
Dealbook
Elon Musk’s Trillion-Dollar Pitch
October 23, 2025
The Governance Beat
Will Lack of Shareholder Proposals Mean More “Vote No” Campaigns?
October 23, 2025
Wall Street Journal
Will New Digs Draw JPMorgan Workers?
October 22, 2025
Reuters
EU Trustbusters Hit Apple on App Store
October 22, 2025
New York Times
Why Weren’t Louvre Jewels Insured?
October 22, 2025
D&O Diary
Time to Determine Who’s an Officer
October 22, 2025
Bloomberg
SEC Chair Fast Tracks Agenda
October 22, 2025
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