ISS and Glass Lewis annual policy surveys have launched -
As is typical, executive compensation issues are covered in the Institutional Shareholder Services (ISS) and Glass Lewis annual policy surveys this year, with each...more
This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to...more
This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted a new rule governing the recovery (i.e., clawback) of erroneously awarded incentive compensation. The new rule implements Section 954 of the Dodd-Frank...more
Background On August 25, 2022, the Securities and Exchange Commission (SEC) adopted pay-versus-performance rules (codified in Item 402(v) of Regulation S-K), 12 years after the Dodd-Frank Wall Street Reform and Consumer...more
ISS Policy Survey -
Toward the end of each year, Institutional Shareholder Services updates its proxy vote recommendation policies for meetings held on or after February 1 of the following year. As part of that process,...more
On November 24, 2020, the U.S. Securities and Exchange Commission (SEC) proposed changes to Rule 701 and Form S-8 under the Securities Act of 1933. While most of the initial attention has focused on the revisions that would...more
In Captain Phillips, a pirate hijacks a ship and turns to the captain and says (in what is an amazing improvised line) “Look at me, I’m the captain now.” While the comparisons between piracy and M&A will take us only so far,...more
In response to the COVID-19 pandemic, the IRS recently issued Notice 2020-23 to extend the deadline to July 15, 2020, for any Internal Revenue Code Section 83(b) election that would otherwise have been due on or after April...more
As businesses continue to navigate the health and economic challenges posed by the COVID-19 pandemic, annual shareholder meeting dates are approaching for most public companies. Accordingly, where annual director equity...more
As COVID-19 and its economic impact spread throughout the United States and around the world, and volatility continues in the financial markets, many organizations are considering measures such as salary reductions in an...more
This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to incentive stock option exercises and transfers of stock...more
What is QualityScore?
Institutional Shareholder Services (ISS) rates corporate governance quality and risk for companies in 30 markets, including constituents of the US Russell 3000, through a product called "QualityScore"...more
On Tuesday, the IRS issued widely-anticipated guidance regarding certain amendments that were made by the Tax Cuts and Jobs Act to Section 162(m) of the Internal Revenue Code. Under Section 162(m), compensation paid to a...more
In recent years, there has been an increase in Delaware breach of fiduciary duty claims (including stockholder demands and actual cases) asserted against public company boards alleging that the directors engaged in...more
This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to incentive stock option exercises and transfers of stock...more
On December 15, 2017, the Conference Committee released the final legislative text of HR 1, entitled "An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year...more
12/21/2017
/ Alternative Minimum Tax ,
Business Taxes ,
Controlled Foreign Corporations ,
Corporate Taxes ,
Deferred Compensation ,
Estate Tax ,
Executive Compensation ,
Income Taxes ,
International Tax Issues ,
Local Taxes ,
Mortgage Interest ,
Net Operating Losses ,
Pass-Through Entities ,
State Taxes ,
Tax Deductions ,
Tax Rates ,
Tax Reform
Glass Lewis uses Equilar Market Peers to analyze companies' executive pay and relative company performance when formulating say-on-pay vote recommendations for its institutional investor clients. When developing Market Peers,...more
Each year, Institutional Shareholder Services (ISS) constructs its own peer groups to analyze companies' executive pay and relative company performance. In doing so, it takes into account each company's self-selected peer...more
What is QualityScore?
Institutional Shareholder Services (ISS) rates corporate governance quality and risk for companies in 30 markets, including constituents of the U.S. Russell 3000, through a product called...more
On November 9, 2017, the Joint Committee on Taxation (the "JCT") released a summary of the Senate's proposal (in the form of a description of the Chairman's Mark of the "Tax Cuts and Jobs Act," referred to in this alert as...more
11/14/2017
/ Alternative Minimum Tax ,
Business Taxes ,
Corporate Taxes ,
Deferred Compensation ,
Estate Tax ,
Foreign Earned Income ,
Income Taxes ,
Net Operating Losses ,
Tax Deductions ,
Tax Rates ,
Tax Reform
Institutional Shareholder Services Inc. (ISS) constructs its own peer groups to analyze companies' executive pay and relative company performance. In doing so, it takes into account each company's self-selected peer companies...more
ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of "newly public" companies (generally, companies that have gone public in 2014 or later). In short, the latest policies...more
This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to incentive stock option exercises and transfers of stock...more
Institutional Shareholder Services (ISS) and Glass Lewis (GL), the two most influential proxy advisory firms, recently released updates to their voting policies for 2017. Both ISS and GL issued policy updates on director...more
12/29/2016
/ Director Compensation ,
Directors ,
EBITDA ,
Glass Lewis ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Pay-for-Performance ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Shareholder Proposals ,
Shareholders ,
Total Shareholder Return (TSR)