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Executive Compensation

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The SEC has adopted final amendments to Rule 10b5-1 under the Securities Exchange Act of 1934. The amendments:

  • Add new conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1), including cooling-off periods for directors, officers, and persons other than issuers;
  • Create new disclosure requirements regarding issuers’ insider trading policies and procedures

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The SEC has adopted rules to require securities exchanges to adopt listing standards that require issuers to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers. The final rules require a listed issuer to file the policy as an exhibit to its annual…

In Knight v. Miller et al the Delaware Court of Chancery considered, among other things, whether the acceptance of an equity grant violated fiduciary duties. The case was before the Court on a motion to dismiss.

The case deals with grants of equity compensation made to directors and officers of Universal Health Services, Inc. (“UHS”…