Five Tips for a New Public Company Director
Exploring Carried Interest in Upper Tier Private Equity Structures — PE Pathways
FCPA Compliance Report: The Power of Peer Support and Purpose Driven Leadership with Sarah Cole
Ensuring Success with Executive Agreements
Current Executive Compensation Trends in Private Equity Transactions — Troutman Pepper Podcast
TRAs: Benefits, Complexities (and Private Jets) Explained with Tax Attorney David Peck
Revisiting Financial Institution Incentive Compensation Rules Under Dodd-Frank — The Consumer Finance Podcast
DE Under 3: FAR Council Seeks to Require Federal Contractors to Report First-Tier Subcontractor Information, Including Potentially Executive Compensation Data
Multiemployer Pension Plans in Mergers and Acquisitions — Troutman Pepper Podcast
Equity Award Delegations for Publicly Traded Companies — The Consumer Finance Podcast
Employee Benefits and Executive Compensation: Getting Ready for 2024 – Top-Hat Plans — Special Edition Podcast
Employee Benefits and Executive Compensation: Getting Ready for 2024 - Health and Welfare Plan Developments — Special Edition Podcast
Employee Benefits and Executive Compensation: Getting Ready for 2024 - Qualified Plans — Special Edition Podcast
Navigating Noncompetes: A Comprehensive Guide – Part 1 – Hiring to Firing Podcast
December 1st Deadline to Adopt Executive Compensation Clawback Policies — The Consumer Finance Podcast
PODCAST: Williams Mullen's Benefits Companion - Partial Plan Terminations
PODCAST: Williams Mullen's Benefits Companion - Using Equity Incentives to Attract and Retain Key Team Members
Podcast: California Employment News - The Executive Pay Exemption
California Employment News: The Executive Pay Exemption
The Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission
On June 26, 2025, the US Securities and Exchange Commission (SEC) hosted a roundtable attended by issuers, institutional investors, third-party advisors, and industry groups to discuss potential updates to current executive...more
The SEC announced on May 16 that it will host a roundtable discussion with representatives from public companies, compensation consultants, lawyers, investors, and other stakeholders on the topic of executive compensation...more
ISS and Glass Lewis generally publish changes to their proxy voting policies around this time of year. Glass Lewis recently issued its 2025 US Policy Guidelines listing changes and clarifications....more
The Internal Revenue Service (IRS) has announced a two-year administrative transition period that delays until 2026 the new rule that catch-up contributions made by certain higher‑income participants in 401(k), 403(b), and...more
The SEC again reopened the comment period on July 13, 2022 for its proposal for Listing Standards for Recovery of Erroneously Awarded Compensation, more commonly known as clawback rules. The proposed rules would direct the...more
On June 8, 2022, the US Securities and Exchange Commission (“SEC”) issued a release (“New Reopening Release“), reopening the comment period on the clawback listing standard rules that it proposed in 2015 (“2015 Proposal“). At...more
The SEC has reopened the comment period for the 2015 Proposal regarding the Dodd-Frank Act pay-versus-performance rule. In conjunction with the reopening, the SEC has proposed several additional disclosure requirements in an...more
On January 27, 2022, the US Securities and Exchange Commission (SEC) voted to reopen the comment period on the pay versus performance rule that it proposed in 2015 (2015 Proposal). The proposed rule being contemplated would...more
On January 27, 2022, the US Securities and Exchange Commission (SEC) reopened the comment period for the proposed “pay-versus-performance” rules mandated by the Dodd-Frank Act, which would require disclosure of information...more
On October 14, Chairman Gensler announced that the Securities and Exchange Commission (SEC) would reopen the comment period for the controversial compensation clawback rule that it had initially proposed in 2015 in response...more
Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more
In 2015 the SEC proposed rules to implement Section 954 of the Dodd-Frank which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the SEC to adopt rules directing the national securities exchanges...more
The Tax Cuts and Jobs Act of 2017 (TCJA) made significant changes to Section 162(m) of the Internal Revenue Code (Section 162(m)), expanding the scope of individuals and entities subject to Section 162(m), in addition to...more
The 2017 Tax Cuts and Jobs Act (TCJA) significantly amended Internal Revenue Code Section 162(m), which generally disallows the deduction of compensation in excess of $1 million paid by a “publicly held corporation” to a...more
As discussed, the IRS’s initial interpretation of a new excise tax under Section 4960 of the Internal Revenue Code could catch for-profit employers who set up foundations, trusts, PACs, and other tax-exempt entities off...more
• The Internal Revenue Service (IRS) released IRS Notice 2019-09 (Notice) offering guidance under Section 4960 of the Internal Revenue Code as added by the Tax Cuts and Jobs Act. • Section 4960 applies to certain...more
Under new Section 4960 ("Section 4960") of the Internal Revenue Code of 1986, as amended ("IRC") that was adopted as part of the Tax Cuts and Jobs Act of 2017 (Tax Act), an excise tax under IRC Section 11 (currently 21...more
On December 31, 2018, the Department of the Treasury (Treasury Department) and the Internal Revenue Service (IRS) issued Notice 2019-09 (Notice) providing comprehensive interim guidance under section 4960 of the Internal...more
ISS has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season. ...more
The Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the U.S. Securities and Exchange Commission recently proposed new restrictions...more
The SEC recently released a proposed rule pursuant to Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) with respect to the implementation of incentive-based compensation arrangements...more
Nasdaq recently extended the comment period for its proposed disclosure requirements on golden leash arrangements. Some may wonder why the proposal is controversial. For an answer, please see the post submitted by in-house...more
Yesterday marked the close of the comment period on the SEC’s proposed incentive compensation clawback rules. You can read my comments here. The proposed rules are fundamentally flawed because the SEC failed to recognize...more
The Securities and Exchange Commission (SEC) recently proposed rules requiring national securities exchanges such as the New York Stock Exchange and NASDAQ to establish listing standards requiring publicly traded companies to...more
Last Wednesday, the Securities and Exchange Commission (SEC) proposed new Rule 10D-1 to require public companies to adopt and enforce clawback policies to recoup incentive-based compensation paid to current and former...more