Easy Come, Easy Go: The SEC (Finally) Adopts “Clawback” Rules

On October 26, 2022, the SEC continued what we’ve referred to as its “regulatory rampage” by adopting final rules on “compensation recovery” – or, as more commonly referred to, “clawbacks.”  (To be fair, the term “rampage” may not be applicable here; these rules were mandated in the Dodd-Frank Act in 2010 but were not proposed […]

The Fundamental Things Apply – Including Universal Proxy Rules and Filing Fees

Universal Proxy Rules May Have Broad Application Lest you think that the universal proxy rules only apply to companies involved in a proxy contest, think again.  On August 25, 2022, the SEC issued three Compliance and Disclosure Interpretations, or CDIs, relating to the universal proxy rules, including one CDI that needs to be considered by […]

SEC Adopts Pay-for-Performance Disclosure Rules

On August 25, 2022, the SEC adopted amendments to its rules governing disclosure of executive compensation.  The amendments are designed to show the relationship (or, possibly the lack of relationship) between the amounts paid to executives and the company’s performance.  (By way of background, the amendments were mandated by the Dodd-Frank Act – yes, that […]

Federal Contractors Must Take Action to Maintain Confidentiality of their EEO-1 Data

On August 19, 2022, the governmental agency that monitors federal contractors, the Office of Federal Contract Compliance Programs (“OFCCP”), published a notice in the federal registry regarding its plans to respond to a public records request under the Freedom of Information Act. The request seeks the consolidated employment demographic data (“EEO-1 Report”) submitted by all […]

2022 Primary Election Results

On August 23, 2022, the Primary Election was held in Florida. Gunster’s Government Affairs team has compiled some notables on the Cabinet, Congressional, and State House and Senate Races for your review. The winners and losers of last night’s election can also be seen here. Cabinet Races Crist v. Desantis matchup in the General Election […]

Florida Medicaid Provider Minimum Wage Requirements

On June 2, 2022, Florida Governor Ron DeSantis signed into law the State of Florida’s budget for fiscal year 2022-2023. Included in the budget was over $600 million dollars in funding to the Agency for Health Care Administration (“AHCA”) for the sole purpose of increasing the minimum wage for employees of Florida Medicaid providers to at […]

The Inflation Reduction Act of 2022

On August 7, 2022, the Senate passed the “Inflation Reduction Act” (the “Act”) which includes far fewer tax provisions than the previously proposed “Build Back Better Act”. The tax increases proposed by the Act mostly apply to the largest publicly traded corporations. Of note, the Act does not include any changes to the tax rules […]

At Last! Delaware Law Provides Exculpation Protection to Corporate Officers

Since the 1980s, Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) has enabled Delaware corporations to provide exculpation from breaches of the fiduciary duty of care to directors – but not officers – in certain circumstances.  Officers can now come in from the cold, as Section 102(b)(7) has now been amended to provide […]

The SEC Strikes Again: Shareholder Proposals and Proxy Voting Advice

On July 13, 2022, the SEC took a number of actions that appear to demonstrate its fealty to the investor community.  The areas affected by these actions are proxy voting advice – i.e., the voting recommendations issued by Institutional Shareholder Services, Glass Lewis, and others – and issuers’ ability to exclude certain shareholder proposals. First, […]

Property Owners Denied Agricultural Classification Face Deadline to Appeal; Risk Paying Higher Ad Valorem Property Taxes  

Florida’s Greenbelt Law provides significant property tax savings to those who can demonstrate the good faith commercial agricultural use of property, defined in Rule 12D-5.001 as the pursuit of an agricultural activity for a reasonable profit or at least upon a reasonable expectation of meeting investment cost and realizing a reasonable profit.     If you […]


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