This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to...more
The Securities and Exchange Commission adopted final rules that impose new conditions on the availability of the Rule 10b5-1 affirmative defense to insider trading and require enhanced disclosures regarding the adoption,...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted a new rule governing the recovery (i.e., clawback) of erroneously awarded incentive compensation. The new rule implements Section 954 of the Dodd-Frank...more
Background On August 25, 2022, the Securities and Exchange Commission (SEC) adopted pay-versus-performance rules (codified in Item 402(v) of Regulation S-K), 12 years after the Dodd-Frank Wall Street Reform and Consumer...more
ISS Policy Survey -
Toward the end of each year, Institutional Shareholder Services updates its proxy vote recommendation policies for meetings held on or after February 1 of the following year. As part of that process,...more
On December 15, 2021, the Securities and Exchange Commission announced that it proposed amendments that would impose new conditions on the availability of the Rule 10b5-1 affirmative defense, as well as new disclosure and...more
Background On November 4, 2021, Institutional Shareholder Services (ISS) released proposed updates to its US benchmark voting policies for 2022, with a public comment period running through November 16, 2021. The draft policy...more
Background -
This alert summarizes the results from ISS’s 2021 policy surveys, which were released on October 1, 2021. As we explained in our previous alert, ISS collects information each year from institutional...more
ISS Policy Surveys -
Each November, ISS updates its proxy vote recommendation policies for meetings held after February 1 of the following year. As part of that process, ISS collects information from institutional...more
On November 24, 2020, the U.S. Securities and Exchange Commission (SEC) proposed changes to Rule 701 and Form S-8 under the Securities Act of 1933. While most of the initial attention has focused on the revisions that would...more
In response to the COVID-19 pandemic, the IRS recently issued Notice 2020-23 to extend the deadline to July 15, 2020, for any Internal Revenue Code Section 83(b) election that would otherwise have been due on or after April...more
As businesses continue to navigate the health and economic challenges posed by the COVID-19 pandemic, annual shareholder meeting dates are approaching for most public companies. Accordingly, where annual director equity...more
As COVID-19 spreads throughout the United Kingdom and around the globe, companies are wondering what they can or should be doing to ensure the on-going effectiveness of their share-based compensation and other incentive...more
As COVID-19 and its economic impact spread throughout the United States and around the world, and volatility continues in the financial markets, many organizations are considering measures such as salary reductions in an...more
As COVID-19 spreads throughout the United States and around the globe, companies are wondering what they can or should be doing to ensure the on-going effectiveness of their equity incentive and other compensation...more
This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to incentive stock option exercises and transfers of stock...more
On December 18, 2018, the SEC voted to adopt – finally – a proposal, initially released in 2015, to implement section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Section 955 mandated...more
What is QualityScore?
Institutional Shareholder Services (ISS) rates corporate governance quality and risk for companies in 30 markets, including constituents of the US Russell 3000, through a product called "QualityScore"...more
On Tuesday, the IRS issued widely-anticipated guidance regarding certain amendments that were made by the Tax Cuts and Jobs Act to Section 162(m) of the Internal Revenue Code. Under Section 162(m), compensation paid to a...more
At the end of June, the SEC voted unanimously to amend the definition of "smaller reporting company," or SRC, allowing more companies to take advantage of the scaled disclosures permitted, on an item-by-item basis, for...more
In recent years, there has been an increase in Delaware breach of fiduciary duty claims (including stockholder demands and actual cases) asserted against public company boards alleging that the directors engaged in...more
Earlier this year the US Department of Labor ("DOL") announced that regulations specifying new procedural requirements for administration of disability benefits claims under plans that are subject to the Employee Retirement...more
What’s on tap for 2018 M&A? A recap of 2017 trends and the Cooley outlook on this year’s dealmaking: -
Buying Innovation: Retention and Non-Competes. For both old-line companies and tech giants, innovation is the name of...more
2/9/2018
/ Acquisitions ,
Appraisal ,
Appraisal Rights ,
CFIUS ,
Department of Justice (DOJ) ,
Hart-Scott-Rodino Act ,
Innovation ,
Life Sciences ,
Mergers ,
Size of Persons Test ,
Size of Transaction Test
This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to incentive stock option exercises and transfers of stock...more
On December 15, 2017, the Conference Committee released the final legislative text of HR 1, entitled "An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year...more
12/21/2017
/ Alternative Minimum Tax ,
Business Taxes ,
Controlled Foreign Corporations ,
Corporate Taxes ,
Deferred Compensation ,
Estate Tax ,
Executive Compensation ,
Income Taxes ,
International Tax Issues ,
Local Taxes ,
Mortgage Interest ,
Net Operating Losses ,
Pass-Through Entities ,
State Taxes ,
Tax Deductions ,
Tax Rates ,
Tax Reform