David H. Engvall

David H. Engvall

David Engvall provides securities, transactional and general corporate advice to clients ranging from development stage ventures to large public companies.  His work includes private and public equity and debt securities offerings, investment transactions, corporate governance matters, and mergers and acquisitions.  Mr. Engvall also advises public company clients on a wide variety of SEC compliance and disclosure matters.  Recently, Mr. Engvall has been actively engaged in advising clients on a number of securities law provisions under the Dodd-Frank Wall Street Reform and Consumer Protection Act, including executive compensation, corporate governance, and specialized disclosures such as those pertaining to conflict minerals.  His practice includes clients in a variety of industries, with a recent focus on the energy, financial institutions and telecommunications industries.

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SEC Proposes “Pay for Performance” Disclosure Rule

By David Engvall, Reid Hooper, Keir Gumbs, and David Martin On April 29, 2015, the Securities and Exchange Commission (the “SEC”) proposed a new rule that would require public companies to provide new disclosures annually regarding the relationship, over a five-year period, between executive compensation actually paid and a measure of financial performance of the … Continue Reading

SEC Proposes Pay Ratio Disclosure Rule

On September 18, 2013, the Securities and Exchange Commission (“SEC”) proposed a rule that would require most public companies to disclose, annually, the ratio of the median of the annual total compensation of all of the company’s employees to the annual total compensation of the company’s principal executive officer. This rule is mandated by Section … Continue Reading

SEC Approves NYSE and NASDAQ Independence Standards for Compensation Committees

The Securities and Exchange Commission (SEC) recently approved changes to the listing standards of the New York Stock Exchange (NYSE) and NASDAQ relating to the independence of compensation committee members and the responsibilities of compensation committees when selecting compensation consultants, legal counsel, and other advisers. The final listing standards are substantially the same as those … Continue Reading

ISS and Glass Lewis Release 2013 Policy Updates

Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recently updated their proxy voting guidelines for the 2013 proxy season.  The complete 2013 Updates to ISS’s U.S. Corporate Governance Policy are available here.  Key updates from both proxy advisors relating to executive compensation and compensation-related matters are discussed below.  While the … Continue Reading

Independence Standards for Compensation Committees Proposed by NYSE and Nasdaq

The New York Stock Exchange (NYSE) and Nasdaq recently filed proposals with the SEC setting forth standards to determine the independence of (a) a member of a compensation committee, and (b) a compensation consultant, legal counsel, or other advisor to a compensation committee.  The exchanges’ proposals generally follow Rule 10C-1, which the SEC adopted in … Continue Reading
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