Veronica M. Wissel

Ms. Wissel is a partner in Davis Polk’s Corporate Department, practicing in the Executive Compensation Group. [Full Bio]

Firm/Organization: Davis Polk & Wardwell LLP

Blogs: Briefing: Governance, FinReg

Latest Articles

FinReg

Bank Pay Rules May Be Resurrected

By Kyoko Takahashi Lin, Margaret E. Tahyar, Veronica M. Wissel & Tyler Senackerib on March 12, 2019

U.S. federal banking regulators plan to revive efforts to regulate financial institution incentive compensation, as required under Section 956 of the Dodd–Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act). The Wall Street Journal reports that the current effort is in its “early stages” and is being led by “top officials” of at least the Federal Reserve, the FDIC and the OCC. The article notes, “spokesmen for the Fed and OCC said their…

Briefing: Governance

Davis Polk Submits Comment Letter on the SEC’s Concept Release on Compensatory Security Offerings Under Rule 701 and Form S-8

By Kyoko Takahashi Lin, Jean M. McLoughlin, Veronica M. Wissel & Gregory D. Hughes on September 25, 2018

Davis Polk has submitted a comment letter on the SEC’s Concept Release on Compensatory Securities Offerings under Rule 701 and Form S-8. Our comment letter focuses on expanding the scope of eligibility for Rule 701 to cover “gig economy” workers and making corresponding changes to the scope of eligibility for Form S-8; streamlining Rule 701 disclosure requirements for foreign private issuers; clarifying disclosure requirements for RSU and profits interests awards made under Rule 701; and…

Briefing: Governance

SEC Publishes Final Rule and Concept Release on Equity Compensation Offerings

By Kyoko Takahashi Lin & Veronica M. Wissel on July 25, 2018

On July 18, 2018, the SEC voted unanimously both to issue a final rule and to solicit public comment through a concept release relating to the federal securities rules that govern the issuance of employer stock pursuant to compensation arrangements. Davis Polk discusses the SEC’s final rule and concept release here. The final rule and the concept release were published to the Federal Register on July 24, 2018. The final rule is effective as…

Briefing: Governance

Boards and #MeToo

By Martine M. Beamon, Angela T. Burgess, Ning Chiu, Kyoko Takahashi Lin & Veronica M. Wissel on July 19, 2018

#MeToo may no longer dominate daily headlines but its indelible impression remains. Corporate boards’ mandate to act in their shareholders’ best interest includes not only overseeing strong financial performance, but also recognizing the ways that corporate culture impacts shareholder value. Reputational harm can cost a company in multiple ways, literally, and produce lasting damage. Claims regarding sexual misconduct should be treated with proper diligence, and while it may warrant more sensitivity due to the nature…

Briefing: Governance

Boards and #MeToo

By Martine M. Beamon, Angela T. Burgess, Ning Chiu, Kyoko Takahashi Lin & Veronica M. Wissel on July 19, 2018

Briefing: Governance

SEC Issues Sanctions for Inadequate Perk Disclosure

By Beverly Fanger Chase, Jeffrey Crandall, Joseph A. Hall, Kyoko Takahashi Lin, Linda Chatman Thomsen, Veronica M. Wissel, Ning Chiu & Melissa Glass on July 6, 2018

On July 2, 2018, the SEC issued an order criticizing an issuer’s disclosure of executive perquisites and requiring the issuer to take measures to ensure that its future disclosures comply with SEC standards. The SEC staff alleged that, over the course of 2013 to 2016, annual proxy statements issued by The Dow Chemical Company omitted disclosure of about $3 million worth of perquisites, including the use of the company aircraft and other expenses, which, according…

FinReg

DOL Fiduciary Rule on Life Support

By Veronica M. Wissel, Charles Shi, Stefani Johnson Myrick & Timothy John Durbin on March 23, 2018

Last week, the U.S. Court of Appeals for the Fifth Circuit, in a 2-1 decision, vacated the DOL fiduciary rule in its entirety. The lawsuit was brought by the U.S. Chamber of Commerce, SIFMA and a number of other business groups to challenge the validity of the fiduciary rule, and the Fifth Circuit ruled in their favor, concluding that the DOL, in adopting the fiduciary rule, overreached its authority and acted in an arbitrary…

FinReg

Delay of Full Applicability Date of Exemptions Related to Fiduciary Rule Now Official

By Edmond T. FitzGerald, Veronica M. Wissel & Charles Shi on November 28, 2017

As expected, the DOL has officially delayed the applicability date of the full requirements of the Best Interest Contract (BIC) Exemption, Principal Transactions Exemption and PTE 84-24 by 18 months, from January 1, 2018 to July 1, 2019. Our post from earlier this year described which requirements of these exemptions had become applicable and which requirements were being delayed. To recap, the existing requirements of the exemptions and the timeline of the remaining requirements now…

FinReg

Pay Ratio Disclosure Rule: The SEC’s Latest Guidance Should Ease Compliance Costs for Companies

By Beverly Fanger Chase, Jeffrey Crandall, Jean M. McLoughlin, Veronica M. Wissel, Cynthia Akard, Travis Triano, Tricia Walsh, Kyoko Takahashi Lin & Ning Chiu on September 26, 2017

On September 21, 201, the SEC issued guidance to assist companies in their efforts to comply with the pay ratio disclosure requirement mandated by the Dodd-Frank Act. Overall, the guidance should come as a relief to many companies. Read the Full Memo »…

FinReg

DOL Confirms Plan to Delay Full Applicability Date of Exemptions Related to Fiduciary Rule

By Edmond T. FitzGerald, Veronica M. Wissel, Charles Shi & Timothy John Durbin on August 31, 2017

As a follow-up to our prior post, the OMB has approved the DOL’s proposal to delay the full applicability date of the exemptions related to the fiduciary rule and shortly thereafter the DOL has issued a proposed rule that would further delay the applicability date of the currently-delayed requirements of the Best Interest Contract (BIC) Exemption, Principal Transactions Exemption and PTE 84-24 by 18 months, from January 1, 2018 to July 1, 2019. Our …