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First Look at PvP Disclosure Trends From the 2023 Proxy Season

Harvard Corporate Governance

Since the SEC’s announcement of the new PvP rules in August 2022, human resources, finance and legal teams have worked diligently to address the requirements and provide a crisp and clear proxy disclosure. Separately, companies are also required to disclose their total shareholder return (TSR) and the TSR of their peer group.

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Skadden Discusses New SEC Pay-Versus-Performance Compliance & Disclosure Interpretations

Reynolds Holding

On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs, relating to the final pay-versus-performance (PVP) disclosure rules adopted last year. Answer: No.

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Boards’ Dilemma: The Compounding Problem Hidden in Share Buyback Execution Products

Reynolds Holding

As a capital allocation decision, share buybacks intersect all three of the main corporate finance activities of investing, financing, and dividends [1]. One of the deep-seated reasons for the splitting of opinion is that share buybacks transfer wealth between shareholders [2].

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Davis Polk Discusses Dodd-Frank Clawback Rules’ Application to Subsidiary Issuers, Guarantors

Reynolds Holding

Application to Subsidiaries A subsidiary of a public company (including an operating company or finance subsidiary) can itself be the issuer of debt securities or a guarantor of debt securities issued by its parent company. We include a sample resolution that could be adapted for this purpose as an Annex to this client update.

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SEC Chair Gensler on Final Rule About Pay Versus Performance

Reynolds Holding

These key performance metrics include total shareholder return (TSR), peer group TSR, net income, and a measure specific to the company. Companies will disclose several key performance metrics related to executive compensation.

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Triton International to be Acquired by Brookfield Infrastructure in a $13.3 Billion Take-Private Transaction

Benzinga

For our long-term shareholders, this transaction crystalizes a total shareholder return of approximately 700% since the 2016 merger of Triton and TAL International. "The sale price provides significant value to our investors and represents a 35% premium to yesterday's closing share price.

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ESG Valuation Considerations – Top Down or Bottom Up?

Value Scope

The second inflection point was triggered by the “Fundamental Reshaping of Finance” open letter to CEOs on January 14, 2020, by Blackrock Chairman and Chief Executive Officer Larry Fink. “In What about stock price? These are fair questions. Do ESG programs impact firm value? If they do, how exactly can the valuation impact be measured?