Jonathan M. Ocker

Jonathan M. Ocker

Orrick, Herrington & Sutcliffe LLP

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ISS Adopts Discretion in Evaluating Management Equity Plan Proposals – May Lead to Increase in CEO Performance Shares and...

What's New? What's new and interesting about the new ISS "score card rules" are two sentences that say: (i) that an issuer's share plan proposal may pass the Shareholder Value Transfer ("SVT") test but still...more

12/15/2014 - CEOs Incentive Stock Options ISS Shareholders Stocks

High Tax Rates Spur the Allure of Deferred Compensation

There are a number of reasons why executives choose to defer the payment of current compensation under a nonqualified deferred compensation plan. For example, some executives do not need the compensation to be paid...more

6/19/2014 - Deferred Compensation Executive Compensation Income Taxes Tax Rates

Tax Reform Bill Proposal - Much Ado About Nothing

As widely reported, on February 26, 2014, U.S. House of Representatives Committee on Ways and Means Chairman Dave Camp (R-MI) released the proposed Tax Reform Act of 2014 (the "Camp Proposal"). In exchange for simplification...more


The Importance Of Good Compensation Committee Minutes – 7 Tips

With the recent increase in proxy litigation and the public focus on executive pay, it is very important that the minutes of the compensation committee of the board of directors be recorded properly. Following are some tips...more

12/20/2013 - Board of Directors Compensation Committee Corporate Governance Executive Compensation Recordkeeping Requirements

Accidents Happen: Innocent Mistakes By Board May Not Spoil Business Judgment Protection

Recently, the Delaware Court of Chancery in Pfeiffer v. Leedle declined to dismiss a shareholder derivative action against a board for breach of fiduciary duty, where the directors allegedly approved stock options exceeding...more

11/14/2013 - Breach of Duty Business Judgment Rule Fiduciary Duty Stock Options Stocks

ISS 2013 Policy Updates

On November 16, 2012, Institutional Shareholder Services (β€œISS”) released its policy updates to its voting guidelines for the 2013 proxy season. The 2013 updates include a revised methodology for the selection of the ISS peer...more

11/28/2012 - ISS

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