On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) adopted long-awaited final rules implementing the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Act. The final rules...more
On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to disclose the relationship between the executive compensation actually paid to the company’s named...more
Preface
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This eighth edition of the Compensation Committee Handbook from the lawyers of the Executive...more
This year, we expect to see new disclosure requirements; rule changes at the Securities and Exchange Commission that will affect directors; activists adopting new tactics; changes to shareholder voting processes; tax and...more
Takeaways -
The SEC has reopened comments on a 2015 proposal to require companies to implement policies to recoup executive compensation if they have been forced to restate financials.
Questions the agency posed in...more
On December 15, 2021, the U.S. Securities and Exchange Commission (SEC) proposed several amendments and new disclosure requirements intended to address what it perceives as potentially abusive practices engaged in by public...more
12/23/2021
/ 10b5-1 Plans ,
Comment Period ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Services Industry ,
Foreign Private Issuers ,
Insider Trading ,
Proposed Amendments ,
Public Comment ,
Securities and Exchange Commission (SEC) ,
Stock Repurchases
Companies have important decisions to make as they prepare for the 2022 annual meeting and reporting season.
We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more
12/8/2021
/ Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Hart-Scott-Rodino Act ,
Insider Trading ,
MD&A Statements ,
Proxy Advisors ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This seventh edition of the Compensation Committee Handbook from the lawyers of the Executive Compensation and...more
Former Vice President Joseph Biden has proposed a number of fundamental changes to the tax code over the course of his campaign. If he is elected president and if the Democrats keep control of the House of Representatives and...more
9/24/2020
/ Alternative Minimum Tax ,
Capital Gains ,
Capital Gains Tax ,
Corporate Taxes ,
Estate Tax ,
GILTI tax ,
Joe Biden ,
Like Kind Exchanges ,
Offshore Funds ,
Presidential Elections ,
Retirement Plan ,
Social Security Taxes ,
Tax Credits ,
Tax Policy ,
Tax Rates ,
Tax-Deferred Exchanges
As discussed in our March 23, 2020, client alert “Recommendations for Compensation Committees During the COVID-19 Crisis,” compensation committees charged with implementing programs intended to incentivize and retain...more
The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) became law on March 27, 2020, providing financial assistance to individuals and businesses impacted by the COVID-19 pandemic, as previously discussed in our...more
3/31/2020
/ Airlines ,
CARES Act ,
Compensation Restrictions ,
Covered Employees ,
Critical Infrastructure Sectors ,
Defined Benefit Plans ,
Defined Contribution Plans ,
Employee Benefits ,
Federal Loans ,
Paycheck Protection Program (PPP) ,
Payroll Taxes ,
Pensions ,
Retirement Plan ,
Self Employed ,
Tax Credits ,
Tax Deferral
As discussed in our March 20, 2020, client alert “Thoughts for Boards of Directors on the COVID-19 Crisis,” COVID-19 is testing the oversight skills of boards of directors as companies come to terms with the new normal in the...more
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. The fifth edition of the Compensation Committee Handbook, authored by our Executive Compensation and Benefits Group,...more
12/11/2018
/ Acquisitions ,
Compensation Committee ,
Director Compensation ,
Employee Benefits ,
Employment Contract ,
Equity Compensation ,
Executive Compensation ,
Fiduciary Duty ,
Financial Adviser ,
Mergers ,
Nasdaq ,
NYSE ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Exchange ,
Taxation
In an unexpected development, on June 21, 2016, the IRS issued proposed regulations that clarify and modify the final regulations issued in 2007 and the proposed income inclusion regulations issued in 2008. In many cases,...more
7/5/2016
/ Beneficiaries ,
Death Benefits ,
Deferred Compensation ,
Employee Benefits ,
Executive Compensation ,
Income Taxes ,
Internal Revenue Code (IRC) ,
IRS ,
Restricted Stocks ,
Section 409A ,
Severance Agreements ,
Vesting