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    San Francisco Voters Reportedly Approve "Overpaid Executive" Tax

    Before Tuesday's election, I wrote about Measure L which would impose a tax on "overpaid executives".  Reportedly, the voters approved the measure 65% to 35%.  The tax is not limited to Exchange Act reporting companies.  It will be interesting to...

    Executive Compensation

    San Francisco To Vote On Raising Taxes On Businesses With An Overpaid Managerial Employee

    "San Francisco is a city of startling events. Happy is the man whose destiny it is to gather them up and record them in a daily [blog]!"*

    Executive Compensation

    Pay Ratio Disclosure And The Sometimes Mythical Median Employee

    Most, but not all, publicly traded companies are, or soon will be, drafting the disclosures required by Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act.  That statute requires the Securities and Exchange Commission to...

    median, Regulation S-K, Dodd-Frank Act, Executive Compensation, Item 402, pay ratio, Section 953(b)

    Did The SEC's Pay Ratio Guidance Miss Conjunction Junction?

    Last week, the Securities and Exchange Commission issued interpretive guidance to assist issuers in complying with the pay ratio rule.  At the same time, the Division of Corporation Finance staff issued guidance concerning how companies might use...

    Pay Ratio Rule, Washington College of Law, Executive Compensation, and/or, Ira p. Robbins, Securities and Exchange Commission

    Failure To Return Shares Subject To Repurchase Right Supports Conversion Claim

    Closely held issuers often include a repurchase right in their equity award agreements.  I expect that in most cases, shareholders will comply with these provisions.  When a shareholder doesn't, the company's most obvious cause of action will be for...

    repurchase, conversion, Corporate Governance, Executive Compensation, Applied Medical Corp. v. Thomas, buyback rights, Justice Mark B. Simons

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