What’s in Your Operating Agreement? Legal Tips for Healthcare Providers
Nonprofit Quick Tips: State Filings in Alabama and Arkansas
Avoiding a Bored Board
Compliance Tip of the Day: Rethinking Corporate AI Governance Through Design Intelligence
Daily Compliance News: July 21, 2025, The More Reasons Not to Go to China Edition
10 For 10: Top Compliance Stories For the Week Ending July 19, 2025
Compliance Tip of the Day: COSO Governance Framework - Part 5, People
Compliance Tip of the Day: COSO Governance Framework: Part 4, Culture
Daily Compliance News: July 17, 2025, The COSO Yanked Edition
Compliance Tip of the Day: COSO Governance Framework: Part 2, Oversight
Compliance Tip of the Day: COSO Governance Framework: Part 1, Introduction
Daily Compliance News: July 14, 2025, The Secret Business Sauce-Reading Edition
Episode 377 -- Refocusing Due Diligence on Cartels and TCOs
10 For 10: Top Compliance Stories For the Week Ending, July 12, 2025
Daily Compliance News: July 11, 2025, The What is a COI Edition
Treating Compliance Like an Asset
Five Tips for a New Public Company Director
Compliance Tip of the Day: Assessing Internal Controls
Compliance Tip of the Day: COSO Objective 5 – Monitoring Activities
Compliance Tip of the Day: COSO Objective 4 - Control Information and Communication
Retired senior executives often receive, or seek out, public company directorships as the next step in their journeys. Before accepting, they should carefully evaluate key areas to make sure they are prepared for the...more
The Securities and Exchange Commission ("SEC") is hosting a roundtable discussion on disclosures just weeks after reports of significant increases in executive perks....more
In this week's episode of OK at Work, attorneys Sarah Sawyer and Russell Berger from Offit Kurman discuss the importance of executive employment agreements for key employees such as CEOs, CFOs, and COOs. They cover why these...more
What companies should consider fractional executive services? Can a CEO, CFO, COO, CTO, or other C-level executive be hired part-time to leverage their extensive experience and knowledge?...more
Le projet de loi de finances pour 2025 tel que modifié le 31 janvier 2025 en commission mixte paritaire et adopté via la procédure de l’article 49-3 de la Constitution (le « PLF 2025 ») introduit un régime spécifique aux...more
Updated Principles of Remuneration - On the 9 October 2024, the Investment Association (‘IA’), a trade body for UK investment managers, published the Principles of Remuneration (the Principles). IA members are...more
On December 13, 2024, Institutional Shareholder Services (ISS) issued updated Frequently Asked Questions (FAQ) related to its U.S. Executive Compensation Policies effective for shareholder meetings occurring on or after...more
President-elect Donald Trump’s impending return to power on January 20, 2025, has created uncertainty and challenges for proxy advisory firms, such as ISS and Glass Lewis, which provide voting recommendations to investors on...more
Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, recently updated its Executive Compensation Policy Frequently Asked Questions (“FAQs”). A full link to the ISS guidance can be found here....more
Key Takeaways - Executives and companies may deduct the cost of security benefits that meet certain requirements under the Treasury Regulations Public companies are generally required to disclose the cost of security...more
On December 17, 2024, the SEC announced settled charges against Express, Inc. for failing to disclose perks paid to its then CEO, including personal use of airplanes. Without admitting or denying the SEC’s findings,...more
In this episode of The Proskauer Benefits Brief, David Teigman, partner in the Tax Department and a member of the Employee Benefits & Executive Compensation Group, Josh Apfelroth, partner in the Private Equity and Mergers &...more
In a January 30, 2024, post-trial ruling, Vice Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery rescinded a compensation package valued at $55.8 billion awarded by Tesla, Inc. to its CEO,...more
Process still matters. That’s the main takeaway from the Delaware Court of Chancery’s 200-page opinion striking down Tesla’s 2018 incentive package awarded to Elon Musk. The court rescinded the incentive package mainly...more
Pursuant to rules that the Securities and Exchange Commission (SEC) issued in late 2022, publicly traded companies must generally provide both tabular and narrative and/or graphical disclosure of the relationship between...more
We often read about lucrative bonus payments made to CEOs and other senior executives. With refinements in corporate governance structures, shareholders and investors are raising concerns over executive bonuses. To bring...more
We return once more to the issue of public company executive perquisites or "perks" – a topic we anticipated last year would "be a hot-button enforcement issue for the foreseeable future." We were not wrong. In light of the...more
The Royal Bank of Canada announced that this year it will begin incorporating ESG considerations into incentive compensation plans for the bank’s CEO and other top executives. In particular, the bank plans to take ESG...more
The Securities and Exchange Commission recently announced a settlement with Oregon-based freight transportation supply company, The Greenbrier Companies Inc., and founder and former CEO and Chairman, William A. Furman, for...more
On February 10, 2023, the SEC’s Division of Corporation Finance (Corp Fin) issued 15 compliance and disclosure interpretations (CDIs), Questions 128D.01 through 128D.13, and Section 228D – CDIs 228D.01 and 228D.02. The CDIs...more
In a series of 15 Compliance and Disclosure Interpretations (“C&DI”s), the U.S. Securities and Exchange Commission on Feb. 10, 2023 attempted to clarify certain questions that have arisen as reporting companies prepare their...more
In our prior posts, we discussed the Securities and Exchange Commission’s adoption of Rule 10D-1 that directs the securities exchanges to establish listing standards prohibiting the listing of a security of any company that...more
As a result of recent market trends, US public companies and their compensation committees face challenging decisions as they seek to maximize shareholder value while retaining and competitively incentivizing key employees....more
DOJ’s decision to examine corporate compensation programs as an important part of a compliance program should be welcomed. DOJ’s initiative asks a very good question – how can incentives and disincentives be used to promote...more
A mere 12 years after they were mandated by Dodd-Frank, the SEC adopted so-called “pay versus performance” rules on August 25, 2022. The rules require companies to provide a new table in their proxy or information statements,...more