Employers reacted in a variety of ways to cope with the unprecedented financial impact of COVID-19. Many of the initial executive compensation responses were designed as cost-cutting measures that would ease cash flow burdens...more
6/3/2020
/ Board of Directors ,
Compensation & Benefits ,
Coronavirus/COVID-19 ,
Employment Contract ,
Executive Compensation ,
Hiring & Firing ,
Layoffs ,
Restrictive Covenants ,
Salaried Employees ,
Securities Exchange Act ,
Succession Planning ,
WARN Act
On May 31, 2019, in Stein v. Blankfein, et. al., the Delaware Court of Chancery reaffirmed the Delaware Supreme Court’s holding in In re: Investors Bancorp, Inc. Stockholder Litigation that the “entire fairness” standard...more
6/17/2019
/ Conflicts of Interest ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Deferred Stock Incentive Plans ,
Director Compensation ,
Duty of Loyalty ,
Entire Fairness Standard ,
Equity Compensation ,
Motion to Dismiss ,
Shareholder Approval ,
Shareholder Litigation
New Jersey Governor Phil Murphy recently signed into law a bill that provides equal pay protections for members of certain protected classes. Governor Murphy also signed into law a bill that requires New Jersey employers to...more
Given the ever-increasing reliance on digital technology, employees are more and more tethered to their smartphones – checking email during their commute, at the dinner table, and even from their beds – essentially creating a...more
In accordance with a new regulation that took effect on October 31st, 2017, New York City employers are now prohibited from inquiring about or relying on salary history during the hiring process. This ban makes it an unlawful...more
The Tax Cuts and Job Act of 2017 was recently signed into law creating two important changes in executive compensation, which we outline below.
The Tax Bill Permits Certain Employees to Elect to Defer Taxation of Qualified...more
1/3/2018
/ CEOs ,
CFOs ,
Compensation & Benefits ,
Deferred Compensation ,
Executive Compensation ,
Incentive Stock Options ,
Publicly-Traded Companies ,
Reporting Requirements ,
Section 162(m) ,
Tax Cuts and Jobs Act ,
Tax Reform
Beginning on January 1, 2018, New York employers will have to provide paid family leave to their employees. With less than 3 months to go, the law is already in effect in many ways and employers are strongly urged to take...more
Beginning on October 31st, New York City employers will be prohibited from inquiring about or relying on salary history during the hiring process. As a reminder, this ban makes it an unlawful discriminatory practice for an...more
Regulations implementing the Paid Family Leave Act became effective on Wednesday, July 19, 2017. No substantive changes were made to the proposed regulations that were published back in May 2017....more
The Paid Family Leave Act will provide, when fully implemented, employees in the state of New York with up to 12 weeks of job-protected paid family leave to (1) care for a family member (including a child, parent,...more
Earlier this month, in In re Investors Bancorp, Inc. Stockholders Litigation, the Delaware Court of Chancery reiterated its view that placing a meaningful limit on director equity awards to be granted under a stockholder...more
The New York State Workers’ Compensation Board is out with proposed regulations providing guidance to employers, insurance carriers and employees regarding their rights and responsibilities under New York’s new Paid Family...more
2016 brought big changes for New York State and City employers, including expansive new discrimination protections and substantial increases in the minimum wage and exempt salary thresholds. While New York employers who...more
2/28/2017
/ Caregivers ,
Debit Cards ,
Discrimination ,
Domestic Violence ,
Employer Liability Issues ,
Fair Labor Standards Act (FLSA) ,
Fast-Food Industry ,
Freelance Workers ,
Labor Policies ,
Liquidated Damages ,
Minimum Wage ,
On-Call Employees ,
Paid Family Leave Law ,
Salary/Wage History ,
Women's Equality Act
SEC Acting Chairman Michael S. Piwowar issued a public statement on February 6, 2017 requesting input on any unexpected challenges that companies have experienced as they prepare for compliance the CEO pay ratio rules....more
Institutional Shareholder Services (“ISS”) has issued updated proxy voting guidelines, including an update to guidelines related to director compensation and the equity plan scorecard.
The updated guidelines are...more
Last month, the Securities and Exchange Commission released new Compliance & Disclosure Interpretations (“C&DIs”) which provide guidance on the CEO pay-ratio rules. As a reminder, the CEO pay-ratio rules were enacted in...more
Institutional Shareholder Services Inc. (“ISS”), the influential proxy advisory firm, recently released their 2016-2017 Global Policy Survey results. These results show some interesting findings related to executive...more
The Ninth Circuit recently held that Section 304 of the Sarbanes-Oxley Act (SOX 304) allows for a clawback of certain CEO and CFO compensation regardless of whether the clawback was triggered by the personal misconduct of...more
On July 25, 2016, the IRS finalized regulations under Section 83 of the tax code that removes a procedural step in the process of filing an 83(b) election....more
Carrie:
Thank you again for all your help over the past few weeks as we address our concerns with employees going abroad. We previously talked about offer letters and employment agreements. I know you covered some of...more
Last month, consistent with their obligation under the Dodd-Frank Act, several federal agencies released for comment a joint proposed rule that would prohibit any incentive compensation that encourages inappropriate risk...more
6/6/2016
/ Board of Directors ,
Clawbacks ,
Corporate Governance ,
Covered Financial Institutions ,
Dodd-Frank ,
Financial Institutions ,
Forfeiture ,
Incentive Compensation ,
Proposed Regulation ,
Recordkeeping Requirements ,
Risk Management
It’s been over five years since the signing of the Dodd-Frank Wall Street Reform and Consumer Act (“Dodd-Frank”) and we are still waiting for the U.S. Securities and Exchange Commission to finalize rules on several provisions...more
Earlier this month Governor Cuomo signed into law New York’s Paid Family Leave Act, which, when fully implemented, will provide virtually all employees in the state up to 12 weeks of paid family leave. Under the law,...more