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  • About the Author: James D. C. Barrall

    Jim Barrall is a senior fellow at The Conference Board Governance Center and a visiting scholar and senior fellow in residence at the Lowell Milken Institute for Business Law and Policy at the UCLA Sc…

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27 Jun. 2018 | Comments (0)
Why and How Companies Should Now Review Their Director Compensation Plans
Recent settlements in two cases appear to have been heavily influenced by the Investors Bancorp decision in ways that do not bode well for directors w…

19 Dec. 2017 | Comments (0)
On Governance: A “3-D” Look at the Impact of the Tax Cuts Bill on Performance-Based Compensation: Deductions, Design and Disclosure
For executive compensation, if enacted the tax reform bill would substantially impact the deductibility of “qualified performance-based compensation” …

14 Nov. 2017 | Comments (0)
On Governance: CEO Pay Ratio Planning: 10 Consensuses from Thought Leading Companies
Based on conversations with about 20 thought-leading companies, here are 10 consensuses on how leading companies are planning to comply with the new C…

05 Jun. 2015 | Comments (0)
Director Compensation: Is This The Calma Before A Storm or Just a Summer Squall? A Handful of Forecasts
In Calma v. Templeton, the key holding of the decision is that Delaware’s “business judgment” rule, which affords directors of Delaware corporations d…

08 Apr. 2014 | Comments (0)
Proxy Season 2014 Update: Proxy Vote Injunction Lawsuits
By Jim Barrall, Partner, Latham & Watkins LLP Early last year, I wrote on the new wave of proxy injunction lawsuits and investigations which we…

13 Oct. 2013 | Comments (0)
The Importance of Commenting on the Proposed CEO Pay Ratio Rules
By Jim Barrall, Partner, Latham & Watkins LLP In my last post on the SEC’s proposed CEO pay ratio rules, I recommended that companies determine t…

22 Sep. 2013 | Comments (0)
The Five Most Important Things Companies Need to Know and Do About the SEC’s Proposed CEO Pay Ratio Rules
By Jim Barrall, Partner, Latham & Watkins LLP Last Wednesday the SEC met and issued 162 pages of proposed rules and commentary under Section 95…

29 Aug. 2013 | Comments (0)
Disclosure Lessons from the 2013 Proxy Season
By Jim Barrall, Partner, Latham & Watkins LLP Ever since 2006 when the SEC adopted its CD&A and other enhanced executive compensation discl…

22 Apr. 2013 | Comments (0)
Time to Plan for July 1 Deadlines: Stock Exchange Independence Rules for Compensation Committees and Their Advisers
By Jim Barrall, Partner, Latham & Watkins LLP Now that most U.S. public companies have completed their 2013 proxy preparation work, it is time …

07 Apr. 2013 | Comments (0)
Paul Noble vs. AAR Corp: Another Important Company Victory in the Proxy Injunction Lawsuit Wars
By Jim Barrall, Partner, Latham & Watkins LLP Last Wednesday the U.S. District Court for the Northern District of Illinois issued its very impo…

13 Mar. 2013 | Comments (0)
Another Thing to Think About this Proxy Season: Don’t’ Forget the IRC Section 162(m) Proxy Lawsuits
By Jim Barrall, Partner, Latham & Watkins LLP In addition to thinking about the lawsuits seeking to enjoin 2013 say-on-pay, equity plan, and ot…

24 Feb. 2013 | Comments (0)
An Important Company Victory in the Proxy Disclosure Litigation Wars
By Jim Barrall, Partner, Latham & Watkins LLP In a very important development in the current proxy disclosure litigation wars relating to annua…

21 Feb. 2013 | Comments (0)
Executive Compensation and the Utility of Peer Groups: Key Take Aways
It was my special privilege and pleasure to serve as the moderator of The Conference Board Governance Center-sponsored debate between Charles Elson an…

05 Feb. 2013 | Comments (0)
Update on Proxy Vote Injunction Lawsuits and Investigations
By Jim Barrall, Partner, Latham & Watkins LLP As a very busy proxy season is now upon us, US public companies should be aware that plaintiffs’ …

29 Jan. 2013 | Comments (0)
Executive Compensation and the Utility of Peer Groups: Key Take Aways
By Jim Barrall, Partner, Latham & Watkins LLP It was my special privilege and pleasure to serve as the moderator of The Conference Board Govern…