Joseph S. Adams

Joseph S. Adams

McDermott Will & Emery

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SEC Finalizes Rules Regarding Disclosure of CEO Pay Ratio—What They Require, What to Do and What’s Next

In yet another divisive 3-2 vote along party lines, on August 6, 2015, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies (other than emerging-growth companies, smaller reporting...more

8/10/2015 - De Minimus Quantity Exemption Dodd-Frank Executive Compensation Final Rules Human Resources Professionals Pay Ratio Popular Publicly-Traded Companies SEC

Employee Benefits Implications of Supreme Court Decision on Same-Sex Marriage

On June 26, 2015, in Obergefell v. Hodges, the Supreme Court of the United States determined that it is unconstitutional for a state to ban same-sex couples from exercising the fundamental right to marry. As a result of this...more

7/1/2015 - Domestic Partnership Employee Benefits Employer Group Health Plans Health and Welfare Plans Health Insurance Marriage Marriage Equality Obergefell v. Hodges Popular Same-Sex Marriage SCOTUS

SEC Proposes New Pay versus Performance Disclosure Rules

On April 29, 2015, the United States Securities and Exchange Commission (SEC) voted three-to-two to propose new rules that would prescribe new mandatory Pay versus Performance disclosure. The new disclosure would include...more

5/1/2015 - Comment Period Disclosure Requirements Emerging Growth Companies Executive Compensation Foreign Corporations Proposed Regulation Publicly-Traded Companies SEC

Section 162(m) Final Regulations Clarify Requirements for Exemptions to $1 Million Deduction Limitation

Section 162(m) generally limits to $1 million the amount that a public company can annually deduct with respect to remuneration paid to certain covered employees. This deduction limitation, however, does not apply to...more

4/6/2015 - Corporate Taxes Executive Compensation Final Rules IPO IRS Publicly-Traded Companies Stock Appreciation Rights Tax Deductions

DOL Extends FMLA Spousal Leave Rights to Same-Sex Spouses in All States

On February 23, 2015, the U.S. Department of Labor (DOL) Wage and Hour Division published its final rule regarding the definition of “spouse” under the Family and Medical Leave Act (FMLA). Specifically, the rule recognizes...more

3/4/2015 - DOL DOMA Employee Rights Final Rules FMLA Same-Sex Marriage US v Windsor

SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule that, if adopted, would require public companies to disclose in annual proxy statements whether their employees and board members...more

2/25/2015 - Board of Directors Corporate Governance Corporate Officers Directors Disclosure Requirements Dodd-Frank Equity Securities Hedging Proxy Statements SEC

Supreme Court to Review Same-Sex Marriage Cases

The Supreme Court of the United States announced on January 16, 2015, that it would review four cases challenging the constitutionality of state laws banning same-sex marriage in Kentucky, Michigan, Ohio and Tennessee. The...more

2/4/2015 - DOMA Human Resources Professionals Same-Sex Marriage SCOTUS US v Windsor

ISS and Glass Lewis Update Proxy Voting Guidelines for 2015

Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., LLC, issued their respective annual updates to their proxy voting guidelines on November 6, 2014. As revised these guidelines have important implications...more

11/14/2014 - Bylaws Employee Stock Purchase Plans Equity Compensation Executive Compensation Fee-Shifting Glass Lewis Independent Boards IPO ISS Political Contributions Proxy Season Proxy Voting Guidelines

Developments Impacting Benefits for Same-Sex Spouses

As federal and state agencies and courts further examine the implications of the Supreme Court of the United States’ ruling on same-sex marriage in U.S. v. Windsor, the laws and regulations governing employee benefits for...more

8/29/2014 - DOMA Employee Benefits Employee Rights Employer Liability Issues ERISA FMLA Same-Sex Marriage SCOTUS US v Windsor Wage and Hour

View From McDermott: Having Their Cake and Eating It Too—An Employer’s Guide to Managing Retirement-Eligible Employees Who Want to...

‘‘I would like to start receiving my retirement benefits now, but I would also like to keep working for a bit. Can I do this?’’ Baby boomers pose this question to their employers on a routine basis. Unfortunately, there is no...more

5/21/2014 - Employee Benefits Retirement Retirement Plan

IRS Guidance Clarifies Retroactive Retirement Plan Impact of Supreme Court’s Windsor Ruling

The Internal Revenue Service issued Notice 2014-19 and a set of Frequently Asked Questions on April 4, 2014, clarifying certain retroactive retirement plan implications of the Supreme Court’s Windsor ruling. The guidance...more

4/10/2014 - IRS Retirement Plan Same-Sex Marriage

HHS Guidance Clarifies that Insurance Companies Must Make Available Health Insurance Coverage for Same-Sex Spouses

On March 14, 2014, the Department of Health and Human Services (HHS) Centers for Medicare & Medicaid Services (CMS) released guidance clarifying the final regulations implementing Section 2702 of the Public Health Service Act...more

4/2/2014 - CMS Healthcare HHS Marriage PHSA Same-Sex Marriage

Camp Tax Reform Proposal Could Impact Executive Compensation

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), which would simplify the Internal Revenue Code and...more

3/19/2014 - Corporate Taxes Deferred Compensation Executive Compensation IRS Tax Reform

IRS Issues Final Regulations Clarifying Substantial Risk of Forfeiture Under Section 83 of the Internal Revenue Code

The Internal Revenue Service (IRS) recently released new final regulations under Section 83 of the Internal Revenue Code (the Code) that confirm several positions that it has successfully taken in litigation about what is ...more

3/10/2014 - Forfeiture Internal Revenue Code (IRC) IRS

Same-Sex Marriage in Illinois

With same-sex marriages to begin in the state of Illinois next year, employers should expect an increase in requests for spousal benefit coverage from employees who have legally married their same-sex partners. The new law...more

11/12/2013 - DOMA Employee Benefits Marriage Same-Sex Marriage SCOTUS US v Windsor

New California Law Affects State Taxation of Employer Tax Gross-Ups for Domestic Partners

The California state legislature recently enacted a law that may affect the taxation of benefits an employer provides to same-sex domestic partners in the state. California AB 362 excludes from gross income for California...more

10/30/2013 - DOMA Domestic Partnership Income Taxes Same-Sex Marriage SCOTUS State Taxes Tax Benefits US v Windsor

IRS Guidance on Employment and Income Tax Refunds on Same-Sex Spouse Benefits

Employers extending benefit coverage to employees’ same-sex spouses and partners should review their payroll procedures to ensure that such coverages are properly taxed for federal income and FICA tax purposes. Employers...more

10/17/2013 - DOMA Employee Benefits FICA Taxes Income Taxes IRS Same-Sex Marriage SCOTUS Tax Refunds US v Windsor

IRS and DOL Guidance Clarifies Employee Benefits Impact of Supreme Court’s DOMA Ruling

Recent guidance issued by the U.S. Department of the Treasury, the Internal Revenue Service (IRS) and the Employee Benefits Security Administration (EBSA) division of the U.S. Department of Labor (DOL) provides some initial...more

10/1/2013 - Defined Benefit Plans Defined Contribution Plans DOL DOMA EBSA Employee Benefits ERISA FMLA Healthcare IRS Retirement Plan Same-Sex Marriage SCOTUS State of Celebration US v Windsor

Treasury Department & IRS Issue DOMA Guidance —Adopt a “State of Celebration” Approach

In Internal Revenue Service (IRS) Revenue Ruling 2013-17, the U.S. Department of the Treasury and the IRS on August 29, 2013, ruled that legally married same-sex couples will be treated as married for federal tax purposes. ...more

9/3/2013 - DOMA IRS Marriage Same-Sex Marriage SCOTUS Tax Benefits U.S. Treasury US v Windsor

Two Federal Courts Recognize Same-Sex Spousal Rights for Residents of States Not Permitting Same-Sex Marriage

Obergefell v. Kasich and Cozen O’Connor v. Tobits may reflect a growing trend of courts and other bodies to recognize same-sex marriages validly celebrated elsewhere even if the couple’s current state of residence does not...more

8/2/2013 - Death Benefits DOMA Employee Benefits ERISA Residency Requirements Same-Sex Marriage SCOTUS Surviving Spouse

DOL Issues Initial Guidance Describing Proposed Lifetime Retirement Income Notices

New guidance issued by the U.S. Department of Labor (DOL) aims to help participants and beneficiaries with the “decumulation” phase of retirement planning by requiring sponsors to provide illustrations of lifetime retirement...more

6/26/2013 - DOL IRS Notice Requirements Retirement Plan Safe Harbors

Love Is Love, But in Light of DOMA Employers Should Adjust Health, Retirement, and Tax Planning

Now that they Supreme Court has ruled, in a common refrain heard on Twitter today, that love is love is love, what does this actually mean going forward? And, specifically, we asked attorneys writing on JD Supra to tell us...more

6/26/2013 - Discrimination DOMA Employee Benefits ERISA FMLA Hollingsworth v Perry Legal Perspectives Proposition 8 Same-Sex Marriage SCOTUS US v Windsor

Supreme Court Oral Arguments on DOMA, Proposition 8: Potential Employee Benefit Plan Implications

On March 26 and 27, 2013, the Supreme Court of the United States heard oral arguments in cases challenging the constitutionality of the federal Defense of Marriage Act (DOMA) and California’s Proposition 8. A Supreme Court...more

5/7/2013 - DOMA Employee Benefits Hollingsworth v Perry Proposition 8 Same-Sex Marriage SCOTUS Standing US v Windsor

Inside M&A - Spring 2013

Top Five Traps for the Unwary in Spin-Offs - A wave of corporate breakups has swept through the United States over the last few years as investors have taken notice of the fact that smaller companies focused on a...more

4/30/2013 - Disclosure Requirements Employee Benefits Incentives Private Letter Rulings Restructuring Separate Accounts Separation Spinoffs Tax Exemptions

DOL Releases Informal Guidance Addressing Fiduciary Responsibilities With Respect to Target Date Funds

Recent U.S. Department of Labor (DOL) guidance underscores the need for plan fiduciaries to rigorously examine and monitor target date fund (TDFs), and potentially explore the use of custom or non-proprietary TDFs....more

3/18/2013 - DOL Due Diligence Fiduciary Duty SEC

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