Thomas P. Conaghan
Subscribe to Thomas P. Conaghan's PostsThomas (Tom) P. Conaghan represents public and private companies, underwriters and other sources of capital, corporate boards and board committees, and corporate executives. He advises US- and foreign-based public companies on issues relating to mergers and acquisitions (M&A), joint ventures, strategic investments, spin-offs, public and private offerings of securities (including initial public offerings (IPOs)), disclosure, Securities and Exchange Commission (SEC) reporting, corporate governance, executive compensation, and the stock exchange-listed company rules. Tom is co-head of the Firm's Capital Markets and Public Companies Group, and partner-in-charge of the Corporate Group in the Firm's Washington, DC office. Read Tom Conaghan's full bio.
Deadlines for the Adoption of Clawback Policies Extended
By Thomas P. Conaghan, Andrew Liazos, Eric Orsic, Heidi J. Steele, Daniel Woodard, Dan O’Neil and Kishan Mistry on Jun 15, 2023
Posted In Executive Compensation, Fiduciary and Investment Issues
The US Securities and Exchange Commission (SEC) recently approved amendments to clawback policy listing standards proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market LLC (Nasdaq) that extend the effective date of the exchanges’ respective listing standards to October 2, 2023. Issuers listed on the NYSE and Nasdaq now have until...
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Court of Chancery Holds That Corporate Officers Owe Duty of Oversight in Sexual Harassment and Misconduct Case
By Nathan Barnett, Ethan Townsend, Thomas P. Conaghan, Benjamin Strauss and Marina Leary on Mar 7, 2023
Posted In Fiduciary and Investment Issues
On January 25, 2023, the Delaware Court of Chancery held, for the first time, that the rationale for a duty of oversight (Caremark duty) owed by directors of Delaware corporations applies equally, if not to a greater degree, to officers. In re McDonald’s Corp. Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL (Del. Ch. Jan. 25, 2023). However, this...
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SEC Adopts Final Pay Versus Performance Rules
By Thomas P. Conaghan, Andrew Liazos, Eric Orsic, Heidi J. Steele and Brian Tratner on Sep 15, 2022
Posted In Executive Compensation, Fiduciary and Investment Issues, Retirement Plans
On August 25, 2022, the US Securities and Exchange Commission (SEC) adopted final rules to implement the pay versus performance disclosure requirement mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). The Dodd-Frank Act added Section 14(i) to the Securities Exchange Act of 1934, which directs the SEC to adopt rules...
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ISS and Glass Lewis Update Proxy Voting Guidelines for 2019
By Andrew Liazos, Eric Orsic, Gary Emmanuel, Hank Goldberg, Heidi J. Steele, Mark J. Mihanovic, Robert H. Cohen and Thomas P. Conaghan on Jan 3, 2019
Posted In Executive Compensation
Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC both recently issued their annual proxy voting guideline updates. As revised, these guidelines have important implications for companies preparing for the 2019 proxy season. Access the full article.
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Capital Markets & Public Companies Quarterly: Expanding Relief under Smaller Reporting Company, Reg A+ and Rule 701, SEC Enforcement of Cybersecurity Disclosures and Other News
By Eric Orsic, Gary Emmanuel, Heidi J. Steele, Mark J. Mihanovic, Robert H. Cohen, Thomas P. Conaghan, Thomas J. Murphy and William Hadler on Aug 2, 2018
Posted In Executive Compensation
During the previous quarter, the SEC acted to expand the number of companies that may rely on the “smaller reporting company” scaled disclosure regime and Congress directed revisions to the Regulation A+ and Rule 701 exemptions. The SEC also took enforcement action on a major cybersecurity breach, reinforcing its recent interpretive guidance on the subject....
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Capital Markets & Public Companies Quarterly: 2018 Proxy Season Pointers, Disclosing the “Tax Cuts and Jobs Act,” Shareholder Proposals and ICOs
By Eric Orsic, Gary Emmanuel, Heidi J. Steele, Mark J. Mihanovic, Robert H. Cohen, Thomas P. Conaghan, Thomas J. Murphy and William Hadler on Jan 25, 2018
Posted In Executive Compensation
The end of a year and beginning of the next generally starts the countdown to the public company proxy season. But before moving into 2018, registrants would be well served by first looking back to the guidance that came out of the SEC at the end of 2017. During the last quarter, the SEC staff...
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SEC Publishes Helpful Guidance on Pay Ratio Disclosure
By Andrew Liazos, Eric Orsic, Gary Emmanuel, Heidi J. Steele, Mark J. Mihanovic, Robert H. Cohen, Thomas P. Conaghan and Thomas J. Murphy on Oct 26, 2017
Posted In Benefit Controversies, Executive Compensation
The SEC recently confirmed that the new CEO pay ratio disclosure rules mandated in the Dodd-Frank Act will go into effect in the 2018 proxy season. To assist companies in preparation of the new disclosure, the SEC published interpretive guidance on September 21, 2017. Continue reading.
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District Court Dismisses Shareholder Claim that Equity Award Share Withholding Triggers Section 16(b) Liability
By Andrew Liazos, Eric Orsic and Thomas P. Conaghan on Jun 13, 2017
Posted In Benefit Controversies, Employee Benefits, Employment, Executive Compensation
A US District Court recently dismissed a claim that an insider’s election to satisfy an income tax obligation by having shares withheld from the delivery of an award constituted a non-exempt sale of shares back to the issuer for purposes of Section 16(b) of the Exchange Act, unless the share withholding was required, rather than...
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Protecting Against SEC Whistleblower Enforcement Actions: Employment and Severance Agreements
By Evan A. Belosa, Fredric D. Firestone, Jeremy White and Thomas P. Conaghan on Jan 5, 2017
Posted In Employment, Privacy and Data Security
Large fines have recently been imposed against public companies due to using confidentiality provisions that violate whistleblower provisions under federal securities law. Many standard confidentiality clauses in employment agreements, severance agreements, release agreements, non-compete agreements and other employment related agreements will violate these whistleblower provisions. Recently, the Office of Compliance Inspections and Examinations at the...
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2016 Proxy Season Checklist – What You Need to Know
By Eric Orsic, Heidi J. Steele, Mark J. Mihanovic, Robert H. Cohen and Thomas P. Conaghan on Feb 4, 2016
Posted In Employee Benefits, Employment, Executive Compensation
Executive compensation, corporate governance, shareholder engagement and other rule changes and rulemakings for public companies are highlighted in the 2016 Proxy Season Checklist. The list discusses important developments that will affect the upcoming and future proxy seasons, and offers suggestions on how to prepare for them. Read the full article.
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