Glass Lewis (“GL”) recently released its annual Benchmark Policy Guidelines for 2024. This update makes several changes to how the proxy advisory firm will evaluate company policies related to executive compensation. ...more
1/9/2024
/ Clawbacks ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Non-GAAP Financial Measures ,
NYSE ,
Proxy Season ,
Remedial Actions ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Willful Misconduct
Public companies nationwide have spent their summer and fall compensation seasons finalizing compensation clawback policies ahead of the December 1, 2023 deadlines set by the New York Stock Exchange (the “NYSE”) and the...more
A potentially overlooked but important issue that public companies should have in mind when granting option or option-like awards is avoiding the unintentional appearance of “spring-loading” and “bullet-dodging,” both of...more
7/7/2023
/ Compensation ,
Corporate Governance ,
Disclosure Requirements ,
Incentive Compensation ,
Investigations ,
Marketing ,
Proxy Statements ,
Restricted Stocks ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Stock Prices
“An incentive compensation program should drive behavior, engagement and results that a company wants its employees, customers and investors to know are important to it. Incorporate ESG incrementally and with that broader...more
Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis (“GL”) each published their annual policy updates for 2023, which updates made certain changes relating to executive compensation. As a general...more
12/15/2022
/ Clawbacks ,
Compensation ,
Disclosure Requirements ,
Executive Compensation ,
Glass Lewis ,
Immigrants ,
Incentives ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Severance Pay
On November 28, 2022, the Securities and Exchange Commission (the “SEC”) published the final clawback rules (the “Final Rules”) under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in the Federal...more
Twelve years after the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and many years after the Securities and Exchange Commission started considering regulations implementing the clawback...more
The SEC’s final rule on Pay Versus Performance becomes effective on October 8, 2022, and will require new executive compensation disclosures for the upcoming proxy season (for annual proxy statements that include executive...more
9/23/2022
/ Business Development ,
CD&A ,
Disclosure Requirements ,
Dodd-Frank ,
Employee Benefits ,
Executive Compensation ,
Financial Reporting ,
GAAP ,
New Rules ,
Pensions ,
Performance Standards ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders ,
Smaller Reporting Companies ,
Total Shareholder Return (TSR)
“Recognize that Human Capital is a deal within the deal and plan accordingly. Deal teams sometimes overlook that they need to project out and calendar the key inflection points for successfully closing on the Human Capital...more
Today, the House of Representatives passed the $1.9 trillion American Rescue Plan Act of 2021 (the “ARPA”). The ARPA has already been approved by the Senate and is expected to be quickly signed into law by President Biden....more
We continue our blog series on COVID-19 implications on executive compensation matters with a post that addresses considerations relating to amending performance goals under equity and other incentive awards.
Setting...more
Editor’s Overview -
Of course, on the top of everyone’s minds these days is COVID-19. In this edition of Proskauer’s ERISA Newsletter, our colleagues discuss some of the legislation and guidance that has been issued over...more
On March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (H.R. 748).
In this blog post we (1) lay out an initial action plan for employers considering...more
We continue our blog series on COVID-19 implications on executive compensation matters with a post that addresses salary or wage reductions on a company-wide or targeted basis.
Companies impacted by the COVID-19 pandemic,...more
COVID-19 has had significant impacts on all aspects of business. While employers are assessing how to handle immediate employee needs related to sick leave, family leave and benefits claims, employers should also consider...more
Under both the House and Senate versions of the Tax Cuts and Jobs Act, Internal Revenue Code Section 162(m) would be modified to expand the scope of companies and executive officers subject to the limitation on deductibility...more
12/13/2017
/ Compensation & Benefits ,
Corporate Taxes ,
Deferred Compensation ,
Executive Compensation ,
Internal Revenue Code (IRC) ,
Proposed Legislation ,
Section 162(m) ,
Section 409A ,
Securities Exchange Act ,
Tax Deductions ,
Tax Rates ,
Tax Reform
On November 20, 2017, the Senate Finance Committee released legislative text of its version of the Tax Cuts and Jobs Act, which contains proposals modifying certain executive compensation provisions of the Internal Revenue...more
Editor's Overview -
This month's article by Lindsey Chopin discusses Affordable Care Act ("ACA") litigation. Just five years old, the Supreme Court has considered issues related to the ACA numerous times. Two of those...more
7/29/2015
/ Affordable Care Act ,
Burwell v Hobby Lobby ,
Chapter 11 ,
Class Certification ,
Clawbacks ,
Commercial Bankruptcy ,
Contraceptive Coverage Mandate ,
Department of Labor (DOL) ,
Dodd-Frank ,
Due Process ,
Employee Retirement Income Security Act (ERISA) ,
Employer Mandates ,
Equal Protection ,
Executive Compensation ,
Fourteenth Amendment ,
General Motors ,
Incentive Compensation ,
Individual Mandate ,
IRS ,
King v Burwell ,
Loss Causation ,
Medicaid Expansion ,
Mental Health Parity Rule ,
Obergefell v. Hodges ,
Public Health Service Act ,
Putative Class Actions ,
Same-Sex Marriage ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
State Health Insurance Exchanges ,
UAW ,
Venue
The Dodd-Frank Wall Street Reform and Consumer Protection Act became law on July 21, 2010, introducing a variety of executive compensation-related regulations, including with respect to shareholder say-on-pay voting and...more
This month's newsletter focuses on how Plan Trustees can appropriately settle ERISA breach of fiduciary duty claims in order to achieve "complete peace." The article provides a check list and discusses strategies for handling...more
Proxy advisory firms Institutional Shareholder Services, or ISS, and Glass Lewis released their 2015 executive compensation proxy voting updates that may be particularly relevant for public companies that intend to submit new...more
On September 19, 2014, the Internal Revenue Service ("IRS") released additional final regulations clarifying the rules regarding hybrid defined benefit pension plans. At the same time, the IRS also issued proposed regulations...more
Section 6039 of the Internal Revenue Code of 1986, as amended (the "Code"), requires corporations to furnish information statements to their employees (including former employees) and to the Internal Revenue Service ("IRS")...more
The Securities and Exchange Commission (SEC) recently released its proposed rules to amend Item 402 of Regulation S-K to implement the pay ratio disclosure requirement in accordance with Section 953(b) of the Dodd-Frank Wall...more
On September 7, 2012, the Sixth Circuit Court of Appeals held in United States v. Quality Stores, Inc. that severance payments to former employees pursuant to an involuntary reduction in force are not taxable "wages" for...more