As we begin to prepare for a full schedule of events in 2024, starting with an event on Voluntary Self-Disclosure Policy for Export Controls Violations on January 16, 2024, the NYU School of Law Program on Corporate Compliance and Enforcement (PCCE) is taking a moment to reflect on our busy Fall 2023 program. In this post: our third annual PCCE Directors’ Academy on September 21-22, 2023.
Keynote speaker Heather Lavallee, CEO, Voya Financial, Inc. (©Hollenshead: Courtesy of NYU Photo Bureau)
by Heather L. Coleman, Matthew M. Friestedt, and Marc Treviño
On December 18, 2018, the SEC adopted rules requiring disclosure of policies and practices regarding hedging for directors, officers and employees of U.S. public companies. These rules require public companies to describe, in any proxy or information statement relating to director elections, any practices or policies they have adopted regarding the ability of its directors, officers or employees to engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities of the public company or its affiliates. The rules cover both equity securities granted as part of compensation and those otherwise held directly or indirectly.
The final rules do not require any company to prohibit hedging transactions or to otherwise adopt hedging policies and do not require disclosure of any particular hedging transactions.
These rules will generally apply to proxy and information statements with respect to the election of directors during fiscal years beginning on or after July 1, 2019, although there is a one-year transition period for emerging growth companies and smaller reporting companies. Continue reading