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
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
7/18/2024
/ Documentation ,
Equity Compensation ,
Fair Market Value ,
Future Tax Treatment ,
Incentives ,
Income Taxes ,
Privately Held Corporations ,
SAR ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Stock Options ,
Stockholder Agreements ,
Stocks ,
Tax Code
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
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
7/11/2023
/ Artificial Intelligence ,
Best Practices ,
Clawbacks ,
Compensation ,
Compliance ,
Customs and Border Protection ,
Cyber Threats ,
Cybersecurity ,
Enforcement ,
Environmental Protection Agency (EPA) ,
Final Rules ,
Intellectual Property Protection ,
Machine Learning ,
Manufacturers ,
Securities and Exchange Commission (SEC) ,
Supply Chain
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
6/22/2023
/ Articles of Incorporation ,
Board of Directors ,
Bylaws ,
Corporate Executives ,
Delegation Clauses ,
Employer Liability Issues ,
Equity ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Stock Exchange ,
Taxation
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
11/1/2022
/ Clawbacks ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Form 10-K ,
Incentive Compensation ,
Nasdaq ,
NYSE ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Appreciation Rights
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
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
9/20/2022
/ Compensation ,
Data Collection ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
GAAP ,
Pay-for-Performance ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders ,
Total Shareholder Return (TSR)
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
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
5/19/2022
/ Best Practices ,
Compliance ,
Grants ,
IRS ,
Nasdaq ,
Privately Held Corporations ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Exchange Act of 1934 ,
Stock Options ,
Valuation
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
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
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
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 (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
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
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
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
6/6/2018
/ Employee Benefits ,
Employee Stock Purchase Plans ,
FICA Taxes ,
Income Taxes ,
IRC Section 83(b) ,
Qualified Restricted Stock Units (RSUs) ,
Restricted Stocks ,
Section 409A ,
Stock Options ,
Tax Favored Programs ,
Wage and Hour
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
11/8/2016
/ C&DIs ,
CACM ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Furloughs ,
Independent Contractors ,
Median Employee ,
Pay Ratio ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
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
8/18/2015
/ CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Median Employee ,
Pay Ratio ,
Privacy Laws ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Statistical Sampling
On July 1, 2015, the Securities and Exchange Commission (SEC) proposed rules relating to compensation clawback policies. The rules, if adopted, would implement the requirements of Section 954 of the Dodd-Frank Wall Street...more
7/13/2015
/ Clawbacks ,
Controlled Foreign Corporations ,
Corporate Officers ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Federal Register ,
Financial Statements ,
Foreign Private Issuers ,
Incentive Based Contracts ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Proposed Regulation ,
Public Comment ,
Reporting Requirements ,
Rule 10D-1 ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
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
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
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
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