Erica Schohn

Erica Schohn

Skadden, Arps, Slate, Meagher & Flom LLP

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"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 - Approval 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 Services Industry Internal Revenue Code 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 Global Workforce 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 Statutes Glass Lewis ISS Proxy Season Proxy Voting Guidelines Reporting Season 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 Clause 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

"Executive Compensation and Benefits Alert: California Reduces Its 409A Income Tax"

In a rare piece of good news relating to Section 409A of the Internal Revenue Code, on October 4, 2013, California reduced its additional state tax on income failing to comply with Section 409A from 20 percent to 5 percent....more

10/9/2013 - Executive Compensation Income Taxes Section 409A

"SEC’s Proposed CEO Pay Ratio Disclosure Rules — Costly and Complicated"

The SEC has proposed rules to implement the “CEO pay ratio” disclosure requirements under Section 953(b) of the Dodd-Frank Act. The proposed rules would require many SEC reporting companies to publicly disclose the...more

9/30/2013 - Annual Filings Annual Reports CEOs Dodd-Frank Executive Compensation Form 10-K Pay Ratio Reporting Requirements SEC Transparency

"SEC Proposes CEO Pay-Ratio Disclosure Rules"

The SEC, by a 3-2 vote, proposed rules to implement the “CEO pay-ratio” disclosure requirements under the Dodd-Frank Act. The proposed rules would require certain SEC reporting companies to publicly disclose...more

9/19/2013 - CEOs Disclosure Requirements Dodd-Frank Executive Compensation Pay Ratio SEC

"Executive Compensation and Benefits Alert: Skadden’s Proxy Watch: Latest 2013 Say-on-Pay Trends and a Proxy Litigation Update"

As the 2013 proxy season heads into its final weeks, we are continuing to monitor say-on-pay vote results and supplemental filing trends, as well as the most recent waves of proxy-related litigation, and have the following...more

7/23/2013 - Dodd-Frank Employee Benefits Executive Compensation Glass Lewis ISS Proxy Solicitations Say-on-Pay SEC

"The Landscape of CEO Succession Issues"

A board’s decision as to whether, when and how to terminate the employment of a CEO and hire a successor is among the most critical decisions facing the board of any company — large or small, public or private, established or...more

6/26/2013 - Board of Directors CEOs Disclosure Requirements Employment Contract Executive Compensation Hiring & Firing Reporting Requirements Severance Agreements Successors Termination

"Deadline Approaching for Compensation Committee Charter Amendments"

As a reminder, by July 1, 2013, compensation committee charters must comply with the new New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) listing requirements that were approved by the Securities and Exchange...more

5/23/2013 - Compensation Committee Deadlines Dodd-Frank Nasdaq NYSE SEC

"Executive Compensation and Benefits Alert: Skadden’s 2013 Proxy Watch: Emerging Say-on-Pay Trends and Litigation Developments"

Early Lessons From the 2013 Proxy Season - As Skadden monitors the initial weeks of the 2013 proxy season, we are seeing the following preliminary trends: Vote Results - Of the first 279 companies of the...more

4/26/2013 - Executive Compensation ISS Proxies Say-on-Pay

"Executive Compensation and Benefits Report: Proposed Regulations Highlight the Complexity of the $500,000 Deduction Limit for...

On April 1, 2013, the Internal Revenue Service issued proposed regulations providing guidance on the $500,000 deduction limit for compensation paid by certain health insurance companies to their employees. Because of the...more

4/8/2013 - CHIP Deduction Limitations Executive Compensation Health Insurance IRS Proposed Regulation Tax Deductions

"SEC Approves NYSE and Nasdaq Compensation Committee Rules"

The Securities and Exchange Commission (SEC) recently approved new New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) listing requirements relating to compensation committees of listed companies. The listing...more

1/24/2013 - Compensation Committee Executive Compensation Listing Standards Nasdaq NYSE SEC

"Executive Compensation and Benefits Alert: Annual Meeting Litigation: How to Prepare"

As the 2013 proxy season is now underway, companies should be aware of the recent wave of lawsuits alleging breaches of fiduciary duties by management and directors in connection with compensation-related decisions. These...more

1/17/2013 - Annual Meeting Certificates of Incorporation Compensation Committee Directors Disclosure Requirements Executive Compensation Fiduciary Duty Managers Proxy Season Say-on-Pay Shareholder Litigation

"Executive Compensation and Benefits Alert: ISS Releases FAQs Regarding Peer Group Selection — Deadline Fast Approaching for...

New ISS Peer Group Methodology - One of the most controversial issues during the 2012 proxy season was the degree to which the peer groups chosen by Institutional Shareholder Services (ISS) varied from the peer groups...more

12/11/2012 - Executive Compensation ISS Proxy Season

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