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Do's and Don'ts of Post-Merger Pay Environments

M&A Leadership Council

Large public companies are generally expected to link their CEO pay to total shareholder return over one to three years, whereas a new start-up will tend to focus more on sales growth. Bonus pay may be hard to align following a merger between one firm with huge bonuses and another one with none. If so, what are they?

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2024 U.S. Proxy Season: Recent Proxy and Annual Report Developments

Harvard Corporate Governance

3] SHARE BUYBACK DISCLOSURES In May 2023, the SEC adopted new disclosure requirements for purchases of an issuer’s equity securities by or on behalf of the issuer or an affiliated purchaser, commonly referred to as “buybacks.” Quarterly Disclosures. The rule generally requires disclosure of five years of pay versus performance data.

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Davis Polk Discusses NYSE and Nasdaq Clawback Rule Proposal

Reynolds Holding

Financial reporting measures also include stock price and total shareholder return (TSR). What if the incentive-based compensation is based on stock price or Total Shareholder Return (TSR)? Our client alert on the SEC’s final clawback rule can be found here. Same as the NYSE. Same as the NYSE.

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Davis Polk Discusses Reopening of Comment Period for SEC’s Dodd-Frank Clawback Rule

Reynolds Holding

Incentive-based compensation is any compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure, including stock price or total shareholder return.

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First Advantage Reports Full Year and Fourth Quarter 2023 Results

Benzinga

The transaction is expected to drive attractive total shareholder returns, including at least $50 million of synergies, implying expected double-digit Adjusted EPS accretion immediately on a run-rate synergy basis and accelerated earnings growth potential from topline development, synergies, and deleveraging.

EBITDA 40
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Wachtell Lipton Discusses How to Deal with Activist Investors

Reynolds Holding

In addition, the line between hedge fund activism and private equity continues to blur, with some activist funds becoming bidders themselves for all or part of a company, and a handful of private equity funds exploring activist-style investments in, and engagement with, public companies.

Equity 40
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Wachtell Lipton on Dealing with Activist Hedge Funds and Other Activist Investors

Reynolds Holding

In addition, the line between hedge fund activism and private equity continues to blur, with some activist funds becoming bidders themselves for all or part of a company, and a handful of private equity funds exploring activist-style investments in, and engagement with, public companies. Responding to an Activist Approach.

Equity 45