Retaining key management at a distressed company in the midst of an out-of-court restructuring can be necessary for the success of the restructuring. To realign incentives, private credit lenders need to consider reloading...more
Restructurings defy a one-size fits all approach because every deal is unique and different tools are required to solve different problems. At one end of the restructuring continuum is the so-called “amend and extend,” where...more
On March 10, 2023, financial markets were rocked by uncertainty over the future of certain significant financial institutions. Among other concerns, bank failures raise the prospect of temporary or long-term cash flow...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
A California court has ruled that an arbitrator (not a judge) should decide on the applicability of California Labor Code Section 925 to a dispute between a law firm partner and his former law firm. Zhang v. Superior Court,...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)
Background -
The “golden parachute” excise tax regime under Internal Revenue Code Sections 280G and 4999 (“Section 280G” and “Section 4999”, respectively) is at the core of both public and private U.S.-based transactions....more
On January 14, 2021, the California Supreme Court decided, at the request of the Ninth Circuit, that its decision in Dynamex Operations West, Inc. v. Superior Court, 4 Cal.5th 903 (2018) applies retroactively. See our...more
Next week, Proskauer will headline the Los Angeles County Bar Association’s Veterans Legal Services Project (VLSP) clinic. Proskauer attorneys sponsor the clinic every November – but this year’s clinic will be very different....more
11/11/2020
/ Coronavirus/COVID-19 ,
Department of Veterans Affairs ,
Disability Benefits ,
Health Clinics ,
Homeless Issues ,
Local Ordinance ,
Pro Bono ,
State Bar Associations ,
Veterans ,
Virtual Meetings ,
Volunteers
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
My father, Colonel John J. Cassidy is a highly decorated Vietnam veteran. Last Wednesday, I celebrated his birthday and honored his service by volunteering at the Los Angeles County Bar Association’s Veterans Legal Services...more
The Internal Revenue Service has published Notice 2018-68 (the “Notice”), which provides long awaited, but limited guidance on the recent amendments to Section 162(m) of the Internal Revenue Code (“Section 162(m)”) by the Tax...more
On September 21, 2017, the Securities and Exchange Commission (the “SEC”) adopted interpretive guidance regarding Item 402(u) of Regulation S-K, which governs pay ratio disclosure. The interpretive guidance is intended to...more
9/29/2017
/ CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Item 402 ,
Median Employee ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Statistical Sampling
As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010, Congress directed the Securities and Exchange Commission (SEC) to adopt pay ratio disclosure requiring public companies to...more
9/20/2017
/ CACM ,
CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Item 402 ,
Median Employee ,
Pay Ratio ,
Principal Executive Office (PEO) ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On March 1, 2017, the U.S. Department of Labor proposed a 60-day delay of the conflict of interest rule and related exemptions (currently set to be applicable on April 10, 2017). The Department opened two comment periods...more
On April 6, 2015, the U.S. Department of Labor (Department) issued its final rule defining who is a fiduciary of an employee benefit plan under the Employee Retirement Income Security Act of 1974 (ERISA) as a result of giving...more
Editor's Overview -
This month we feature three key developments. First, we review the U.S. Supreme Court's decision in Gobeille v. Liberty Mut. Ins. Co., 136 S. Ct. 936, 947 (2016) wherein the Supreme Court held that a...more
4/27/2016
/ 401k ,
Benefit Plan Sponsors ,
Best Interest Contract Exemptions ,
Best Interest Standard ,
Closely Held Businesses ,
Collective Bargaining Agreements (CBA) ,
Conflicts of Interest ,
Controlled Groups ,
Department of Labor (DOL) ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary Duty ,
FIfth Third Bancorp v Dudenhoeffer ,
Final Rules ,
Forum Selection ,
Gobeille v Liberty Mutual Insurance Com. ,
Individual Retirement Account (IRA) ,
Investment Adviser ,
M&G Polymers v Tackett ,
Multiemployer Plan ,
Participant-Directed Plans ,
Partnership-in-Fact ,
PBGC ,
Preemption ,
PTEs ,
Reporting Requirements ,
Retirement Plan ,
SCOTUS ,
Stock Drop Litigation ,
Sun Capital Partners ,
UAW ,
Vesting ,
Withdrawal Liability
On April 6, 2015, the U.S. Department of Labor (Department) issued its highly anticipated final rule addressing when a person is considered to be a fiduciary under the Employee Retirement Income Security Act of 1974 (ERISA)...more
4/20/2016
/ Best Interest Contract Exemptions ,
Best Interest Standard ,
Broker-Dealer ,
CFTC ,
Compensation ,
Conflicts of Interest ,
Department of Labor (DOL) ,
Dodd-Frank ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary Duty ,
Final Rules ,
Individual Retirement Account (IRA) ,
Investment Adviser ,
PTEs ,
Retirement Plan ,
Securities ,
Securities and Exchange Commission (SEC) ,
Security-Based Swaps ,
Swap Dealers
District Court finds affiliated funds acted in de facto partnership which controlled portfolio company; Decision may be significant in making private equity acquisition structuring choices.
As we previously reported, in...more
4/6/2016
/ Commercial Bankruptcy ,
Controlled Groups ,
Employee Retirement Income Security Act (ERISA) ,
Investment Portfolios ,
Joint and Several Liability ,
Joint Venture ,
Limited Partnership Agreements ,
Multiemployer Plan ,
PBGC ,
Pensions ,
Private Equity Funds ,
Sun Capital Partners ,
Withdrawal Liability