Erica Schohn

Erica Schohn

Skadden, Arps, Slate, Meagher & Flom LLP

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"Department of Labor Issues Guidance on Conflicts of Interest Rule"

The Department of Labor (DOL) recently issued guidance on the Conflicts of Interest Rule it released earlier this year. The guidance, issued on October 27, 2016, is in the form of answers to frequently asked questions, which...more

11/8/2016 - Audits Best Interest Contract Exemptions Compliance Conflicts of Interest DOL ERISA Executive Compensation Financial Adviser Internal Revenue Code (IRC) Investment Adviser IRA New Guidance Prohibited Transactions Retirement Plan

"SEC Staff Issues Interpretive Guidance on Pay Ratio Rules"

On October 18, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued interpretive guidance on the pay ratio disclosure requirements in Item 402(u) of...more

10/21/2016 - Disclosure Requirements Division of Corporate Finance Executive Compensation New Guidance Pay Ratio SEC

"Insights Conversations: Employment Factors to Consider in Carve-Out Transactions"

Carve-out transactions can quickly become complicated by employment considerations — who stays, who goes and what practices govern the transitions. At the April 18, 2016, "Skadden Cross-Border M&A Conference 2016:...more

7/5/2016 - Acquisitions Carve Out Provisions Collective Bargaining Consent to Assignment Cross-Border Transactions Due Diligence Employee Benefits Employee Retention Employment Contract International Labor Laws Mergers Multiemployer Plan Parent Corporation Successors Unions

"Executive Compensation and Benefits Alert: IRS Issues New Section 409A Guidance"

In an unexpected development, on June 21, 2016, the IRS issued proposed regulations that clarify and modify the final regulations issued in 2007 and the proposed income inclusion regulations issued in 2008. In many cases,...more

7/5/2016 - Beneficiaries Death Benefits Deferred Compensation Employee Benefits Executive Compensation Income Taxes Internal Revenue Code (IRC) IRS Restricted Stocks Section 409A Severance Agreements Vesting

"New Rules Impact Compensation Arrangements of Governmental and Tax-Exempt Entities"

On June 22, 2016, the IRS published much-anticipated proposed regulations under Internal Revenue Code Section 457 impacting certain plans maintained by state or local governments or other tax-exempt organizations that provide...more

6/27/2016 - Deferred Compensation Employee Benefits Forfeiture IRS Non-Compete Agreements Retirement Plan Section 409A Section 457(f) Severance Agreements State and Local Government Tax Exempt Entities

"Labor Department Redefines ‘Fiduciary’ for ERISA and Internal Revenue Code Purposes"

On April 6, 2016, the Department of Labor (DOL) issued a widely anticipated final regulation that redefines who is a “fiduciary” of certain employee benefit and other plans for purposes of the Employee Retirement Income...more

4/26/2016 - 401k Administrative Exemption Best Interest Contract Exemptions Broker-Dealer DOL ERISA Fiduciary Duty Internal Revenue Code (IRC) Investment Adviser IRA IRS Retirement Plan

"Executive Compensation and Benefits Alert: Court Ruling Signals Potential ERISA Liability for PE Fund Sponsors"

On March 28, 2016, the U.S. District Court for the District of Massachusetts held that three private equity (PE) funds were jointly and severally liable for the multiemployer pension plan withdrawal liability of one of their...more

3/31/2016 - ERISA Joint and Several Liability Multiemployer Plan Pensions Private Equity Funds Sun Capital Partners

"Planning for the 2016 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2016 annual meeting and reporting season. We have prepared a checklist of essential areas we believe companies should focus on as they plan for 2016, including...more

12/12/2015 - Annual Meeting Conflict Mineral Rules Corporate Governance Disclosure Requirements Dodd-Frank Executive Compensation ISS PCAOB Proxy Season Proxy Voting Guidelines Reporting Requirements Say-on-Pay SEC Section 162(m) Shareholder Proposals

2016 Compensation Committee Handbook

The Executive Compensation and Benefits Group at Skadden, Arps, Slate, Meagher & Flom LLP is pleased to provide you with this second edition of its Compensation Committee Handbook. This edition reflects developments in...more

12/10/2015 - Board of Directors Compensation & Benefits Compensation Committee Directors Employment Contract Equity Compensation Executive Compensation Proxy Advisors Publicly-Traded Companies SEC Securities Exchange Act

"Glass Lewis Issues 2016 US Proxy Policy Guidelines"

Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below. Conflicting Shareholder...more

11/23/2015 - Board of Directors Conflicting Proposals Corporate Social Responsibility Director Nominations Exclusive Forum Executive Compensation Glass Lewis Proxy Advisors Proxy Voting Guidelines Publicly-Traded Companies SEC Shareholders

"SEC Adopts CEO Pay Ratio Disclosure Requirements"

On August 5, 2015, in a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) adopted final rules implementing the controversial “CEO pay ratio” disclosure requirements that were proposed in 2013 and mandated by...more

8/7/2015 - CEOs Compensation Agreements Compliance Disclosure Requirements Dodd-Frank Exclusions Executive Compensation Pay Ratio SEC

"SEC Proposes Long-Awaited Mandatory Compensation Clawback Rules"

On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) issued long-awaited proposed rules that would implement the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Wall Street Reform...more

7/3/2015 - Clawbacks Disclosure Requirements Dodd-Frank Executive Compensation Financial Reporting Incentive Compensation SEC Shareholders

"Fairness of Director Awards Granted Under Market-Standard Equity Plans Comes Under Increased Scrutiny"

A Delaware court opinion issued late last week may subject equity grants to directors to increased judicial scrutiny (Calma v. Templeton, No. 9579-CB (Del. Ch. Apr. 30, 2015)). In Calma, the Chancery Court denied the...more

5/6/2015 - Director Compensation Directors Equity Plans Executive Compensation Fiduciary Duty Grants Heightened Scrutiny Motion to Dismiss Restricted Stocks Shareholders Standard of Review Unjust Enrichment Waste

"SEC Proposes New Rules for Pay-Versus-Performance Disclosure"

On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) proposed new rules that would require companies to disclose the relationship between the compensation actually paid to named executive officers (NEOs) and...more

5/5/2015 - Disclosure Requirements Dodd-Frank Executive Compensation Form 10-K Pay-for-Performance Proxy Statements SEC Total Shareholder Return (TSR) XBRL Filing Requirements

Department of Labor Proposes New Fiduciary Regulation and Prohibited Transaction Exemption Relief for Investment Advice...

On April 20, 2015, more than three years after withdrawing a similar proposal that was staunchly opposed by the financial services industry, the U.S. Department of Labor (DOL) published in the Federal Register a proposed...more

4/29/2015 - Benefit Plan Sponsors Best Interest Contract Exemptions Broker-Dealer DOL Employee Benefits ERISA Exemptions Fiduciary Duty Financial Institutions Internal Revenue Code (IRC) Investment Adviser IRA Pension Funds Prohibited Transactions

"ISS Issues ‘Frequently Asked Questions’ Guidance for 2015"

As part of its ongoing rollout of its 2015 policy updates, Institutional Shareholder Services (ISS) has issued “Frequently Asked Questions” guidance with respect to both its 2015 Compensation Policies and its new equity plan...more

3/4/2015 - Compensation & Benefits Equity Plans Executive Compensation ISS New Guidance

"Global Workforces Create Compensation Challenges for Employers"

In-house legal and human resources professionals at companies of all sizes are expected to navigate the legal and cultural ramifications of employing a global workforce. Compensation programs designed for employees at a...more

2/8/2015 - Corporate Counsel Cross-Border Transactions Employee Relocations Employment Contract Equity Compensation International Labor Laws Popular

"Overwhelming Majority of Say-on-Pay Proposals Continue to Garner Support"

The overall say-on-pay proportions for 2014 are not substantially different from those in prior years, with the overwhelming majority of companies easily getting majority support on say-on-pay proposals. Despite this seeming...more

1/27/2015 - Corporate Governance Proxy Advisors Say-on-Pay

"Checklist of Matters to Be Considered for the 2015 Annual Meeting and Reporting Season"

As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more

12/9/2014 - Annual Meeting Bylaws Conflict Mineral Rules Corporate Governance Disclosure Requirements Equity Compensation Executive Compensation Fee-Shifting Glass Lewis ISS Proxy Season Proxy Voting Guidelines SEC Shareholder Proposals

2015 Compensation Committee Handbook

Preface - The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This first edition of the Compensation Committee Handbook from the lawyers of the Executive...more

11/21/2014 - Compensation Committee Publicly-Traded Companies

"Executive Compensation and Benefits Alert: IRS Section 409A Audit Initiative May Signal Increased Enforcement Activity"

Since the adoption of Section 409A of the Internal Revenue Code, employers and practitioners have wondered when and how the IRS would enforce it. With the recent IRS announcement of an audit initiative with respect to Section...more

5/29/2014 - Audits Employer Liability Issues Employer Mandates Employment Tax Enforcement Executive Compensation IRS Section 409A

"Executive Compensation and Benefits Alert: Ways and Means Tax Reform Bill Proposes Fundamental Changes to Executive Compensation"

House Ways and Means Committee Chairman David Camp (R-Mich.) has proposed a draft tax reform plan (the Proposal) containing sweeping changes to the Internal Revenue Code (the Code), including a number of major executive...more

3/6/2014 - Deferred Compensation Equity Compensation Executive Compensation Legislative Agendas Pensions Stock Options Tax Reform

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more

12/10/2013 - Audits Board of Directors Compensation Committee Compliance Corporate Governance Disclosure Requirements Dodd-Frank Executive Compensation Filing Requirements Form SD Forum Selection Internal Revenue Code (IRC) Pay Ratio PCAOB Say-on-Pay SEC Section 162(m) Shareholder Votes Shareholders

"ISS Releases 2014 Proxy Voting Policy Updates; Opens Process for Peer Group Modification"

On November 21, 2013, Institutional Shareholder Services (ISS) released updates to its proxy voting policies effective for shareholder meetings taking place on or after February 1, 2014. The changes to ISS’ U.S. voting...more

12/5/2013 - Corporate Governance ISS Pay-for-Performance Proxy Season Proxy Voting Guidelines

"ISS Opens Comment Period for 2014 Proxy Voting Policy Changes"

On October 21, 2013, Institutional Shareholder Services (ISS) issued draft policy changes for 2014 that, if adopted, would become effective for shareholder meetings taking place on or after February 1, 2014. ISS is soliciting...more

10/25/2013 - ISS Proxy Voting Guidelines

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