Thomas P. Conaghan Thomas P. Conaghan

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Thomas (Tom) P. Conaghan represents public and private companies, underwriters and other sources of capital, corporate boards and board committees, and corporate executives. He advises US- and foreign-based public companies on issues relating to mergers and acquisitions (M&A), joint ventures, strategic investments, spin-offs, public and private offerings of securities (including initial public offerings (IPOs)), disclosure, Securities and Exchange Commission (SEC) reporting, corporate governance, executive compensation, and the stock exchange-listed company rules. Tom is co-head of the Firm's Capital Markets and Public Companies Group, and partner-in-charge of the Corporate Group in the Firm's Washington, DC office. Read Tom Conaghan's full bio.

ISS and Glass Lewis Update Proxy Voting Guidelines for 2019


By , , , , , , and on Jan 3, 2019
Posted In Executive Compensation

Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC both recently issued their annual proxy voting guideline updates. As revised, these guidelines have important implications for companies preparing for the 2019 proxy season. Access the full article.

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Capital Markets & Public Companies Quarterly: Expanding Relief under Smaller Reporting Company, Reg A+ and Rule 701, SEC Enforcement of Cybersecurity Disclosures and Other News


By , , , , , , and on Aug 2, 2018
Posted In Executive Compensation

During the previous quarter, the SEC acted to expand the number of companies that may rely on the “smaller reporting company” scaled disclosure regime and Congress directed revisions to the Regulation A+ and Rule 701 exemptions. The SEC also took enforcement action on a major cybersecurity breach, reinforcing its recent interpretive guidance on the subject....

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Capital Markets & Public Companies Quarterly: 2018 Proxy Season Pointers, Disclosing the “Tax Cuts and Jobs Act,” Shareholder Proposals and ICOs


By , , , , , , and on Jan 25, 2018
Posted In Executive Compensation

The end of a year and beginning of the next generally starts the countdown to the public company proxy season. But before moving into 2018, registrants would be well served by first looking back to the guidance that came out of the SEC at the end of 2017. During the last quarter, the SEC staff...

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SEC Publishes Helpful Guidance on Pay Ratio Disclosure


By , , , , , , and on Oct 26, 2017
Posted In Benefit Controversies, Executive Compensation

The SEC recently confirmed that the new CEO pay ratio disclosure rules mandated in the Dodd-Frank Act will go into effect in the 2018 proxy season. To assist companies in preparation of the new disclosure, the SEC published interpretive guidance on September 21, 2017. Continue reading.

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District Court Dismisses Shareholder Claim that Equity Award Share Withholding Triggers Section 16(b) Liability


By , and on Jun 13, 2017
Posted In Benefit Controversies, Employee Benefits, Employment, Executive Compensation

A US District Court recently dismissed a claim that an insider’s election to satisfy an income tax obligation by having shares withheld from the delivery of an award constituted a non-exempt sale of shares back to the issuer for purposes of Section 16(b) of the Exchange Act, unless the share withholding was required, rather than...

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Protecting Against SEC Whistleblower Enforcement Actions: Employment and Severance Agreements


By , , and on Jan 5, 2017
Posted In Employment, Privacy and Data Security

Large fines have recently been imposed against public companies due to using confidentiality provisions that violate whistleblower provisions under federal securities law. Many standard confidentiality clauses in employment agreements, severance agreements, release agreements, non-compete agreements and other employment related agreements will violate these whistleblower provisions. Recently, the Office of Compliance Inspections and Examinations at the...

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2016 Proxy Season Checklist – What You Need to Know


By , , , and on Feb 4, 2016
Posted In Employee Benefits, Employment, Executive Compensation

Executive compensation, corporate governance, shareholder engagement and other rule changes and rulemakings for public companies are highlighted in the 2016 Proxy Season Checklist. The list discusses important developments that will affect the upcoming and future proxy seasons, and offers suggestions on how to prepare for them. Read the full article. 

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ISS and Glass Lewis Update Proxy Voting Guidelines for 2015


By , and on Dec 16, 2014
Posted In Executive Compensation

Institutional Shareholder Services Inc. (ISS) and Glass Lewis have released their annual updates to their proxy voting guidelines for the 2015 proxy season. Read the full article.

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