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Unlocking the Power of Equity-Based Incentive Compensation: Basics of Nonqualified Stock Options and Stock-Settled Stock...

This article is the second in our series on equity-based compensation intended to assist employers with answering a common question:  What type of equity compensation award is best for our company and our employees? ...more

Unlocking the Power of Equity-Based Incentive Compensation: Basics of Nonqualified Stock Options and Stock-Settled Stock...

This article is the second in our series on equity-based compensation intended to assist employers with answering a common question: What type of equity compensation award is best for our company and our employees?...more

Caution Advised: Use of DEI Performance Goals in Incentive Compensation

Recent court decisions have ruled that certain race-based college admissions programs violated the Equal Protection Clause of the Fourteenth Amendment of the U.S. Constitution. While these decisions do not apply directly to...more

Top Legal Issues Facing the Manufacturing Sector in 2023

Agility and resiliency remain essential attributes for manufacturers in 2023. Manufacturers are no longer focused on figuring out when things will return to “normal.” Instead, they are applying lessons learned from the...more

Who Can Approve Equity Awards?

A multitude of questions over who must approve the grant of equity awards frequently arise when designing equity compensation programs. Do shareholders need to approve the grant? Is approval from the Board of Directors...more

SEC Adopts Final Rules Mandating Compensation Clawback Policies

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing Section 954 of the Dodd-Frank Act by directing national securities exchanges and associations, such as the New York Stock...more

Public Company Pay Versus Performance Rules May Affect Pay Practices

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final pay-versus-performance disclosure rules for publicly traded companies. These rules will require three new disclosures in upcoming proxy and...more

SEC Adopts Final Pay Versus Performance Disclosure Rules

On August 25, 2022, the SEC adopted final pay versus performance disclosure rules. The breadth and complexity of the new rules require that companies begin to prepare the new disclosures now to provide enough time for data...more

Your Equity Plan is a Contract – Follow It, or Else

A recent Delaware Chancery court opinion serves as a reminder to companies and their boards that shareholder-approved equity compensation plans are contracts, and failing to follow the terms of such contract could result in...more

Tuning Up Stock Option Grant Practices

Stock option grant practices have been the subject of recent guidance from the Securities and Exchange Commission (SEC), and continue to be scrutinized by various parties for compliance with the tax requirements of the...more

Stock Options: To Qualify, or Not to Qualify? That is the Question.

Options to purchase stock of an employer continue to be a popular form of equity-based compensation, particularly among start-ups and other privately-held companies. ...more

Four Key De-SPAC Executive Compensation Issues

In recent years, the number and value of so-called “de-SPAC” transactions have increased sharply. De-SPAC transactions are an alternative method of going public that may be faster and less costly than a traditional IPO. The...more

Use It or Risk Losing It: Make Your Deferral Elections Now

One important reminder from the COVID-19 pandemic in 2020 is that, in the words of one scientist, “It is difficult to make predictions, especially about the future.” While that proverb has broader implications, it certainly...more

Compensation Clawbacks: Trends and Lessons Learned

Executive compensation clawback policies continue to grow in popularity. Although the Securities and Exchange Commission (SEC) has not yet finalized its rules under the Dodd-Frank Wall Street Reform and Consumer Protection...more

Restricted Stock Units: 10 Fast Facts

Restricted stock units (RSUs) continue to be a popular form of equity compensation. This article covers ten things every compensation professional should know about RSUs. 1. How are RSUs different from restricted...more

Performance-Based Compensation and the Coronavirus: 10 Key Questions

Economic disruptions resulting from the COVID-19 pandemic have caused many employers to make changes to employee compensation, such as reducing or deferring base salaries, as part of cost-cutting measures. Bonus programs...more

IRS Provides Guidance on Application of Code Section 162(m) as Amended by the Tax Cuts and Jobs Act of 2017

On August 21, 2018, the IRS issued initial guidance (Notice 2018-68) to assist companies in determining how the changes made to Internal Revenue Code Section 162(m) (“Section 162(m)”) by the Tax Cuts and Jobs Act of 2017 (the...more

Equity Compensation and the Rise of Restricted Stock Units

In recent years, equity compensation programs have increasingly been using restricted stock units (RSUs). A manufacturing company recently made news when it granted RSUs worth millions of dollars to thousands of its employees...more

SEC Staff Issues Guidance on Pay Ratio Disclosure Rules

The staff of the Securities and Exchange Commission’s Division of Corporation Finance (the staff) issued new compliance and disclosure interpretations (C&DIs) on October 18, 2016, providing guidance to companies preparing to...more

SEC Adopts Final Rules on CEO Pay Ratio Disclosure

On August 5, 2015, the Securities and Exchange Commission (SEC) finalized rules requiring publicly traded companies to disclose the ratio of median compensation of all employees to the compensation of the principal executive...more

SEC Proposes Rules on Mandatory Pay for Performance Disclosure

On April 29, 2015, the Securities and Exchange Commission (SEC) proposed rules that would require public companies to disclose the relationship between executive compensation and the company’s financial performance. The rules...more

IRS Guidance on Windsor Decision May Require End-of-Year Amendments for Qualified Retirement Plans

Earlier this year, the IRS published updated guidance on the application of the Supreme Court’s decision in United States v. Windsor to qualified retirement plans. In Windsor, the Court held that the Defense of Marriage Act’s...more

Compensation Clawbacks and Code Section 409A Acceleration

When the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) became law in 2010, it included a requirement for public companies to recoup, or “clawback,” incentive compensation from executives in the event...more

SEC Proposes Rules on CEO Pay Ratio Disclosure

On September 18, 2013, the Securities and Exchange Commission (SEC) proposed rules requiring publicly-traded companies to disclose the ratio of median compensation of all employees to the compensation of the principal...more

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