Kenneth Laverriere

Kenneth Laverriere

Shearman & Sterling LLP

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A Summary of Comments From the DOL Hearing on the Proposed Conflict of Interest Rule

On August 13, 2015, the Department of Labor (the “DOL”) concluded a four day public hearing on its proposed conflict of interest rule (the “Proposed Rule”). The approximately 75 witnesses generally fell into two groups: the...more

8/25/2015 - Best Interest Contract Exemptions Comment Period Conflicts of Interest DOL ERISA Exemptions Financial Services Industry Investment Adviser IRA Mandatory Arbitration Clauses Proposed Regulation REITS

The SEC’s Final Pay Ratio Rules: What You Need to Know

On August 5, 2015, the Securities and Exchange Commission released final rules implementing the pay ratio disclosure requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The final...more

8/11/2015 - Disclosure Requirements Dodd-Frank Executive Compensation Final Rules Form 10-K Pay Ratio Regulation S-K SEC Wages

IRS Determination Letters No Longer Available After 2016

The IRS recently announced significant changes to its determination letter program that will become effective January 1, 2017. These changes essentially eliminate determination letters for individually designed plans that are...more

8/4/2015 - Benefit Plan Sponsors Determination Letter ERISA IRS Qualified Retirement Plans

SEC Proposes Highly Anticipated Clawback Rules

On July 1, 2015, in a 3-2 vote of commissioners cast along party lines, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection...more

7/10/2015 - Clawbacks Disclosure Requirements Dodd-Frank Executive Compensation Incentive Compensation Proposed Regulation Regulation S-K SEC Section 10D

The Importance of Fixing Section 409A Compliance Failures Sooner Rather Than Later

A recent Memorandum issued by the Office of Chief Counsel within the Internal Revenue Service demonstrates yet again the perils of failing to comply with Section 409A of the Internal Revenue Code. The Memorandum takes the...more

5/14/2015 - Deferred Compensation Employer Liability Issues Executive Compensation IRC IRS Section 409A

SEC Proposes Long-Awaited Pay for Performance Rules

On April 29, 2015, in a 3-2 vote of commissioners cast along party lines, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer...more

5/5/2015 - Dodd-Frank Executive Compensation Pay-for-Performance Proposed Regulation Regulation S-K SEC Total Shareholder Return (TSR)

The Times are Changing: A First Look at the DOL’s New Fiduciary Paradigm

On April 14, 2015, the US Department of Labor (the “DOL”) issued its proposed rule clarifying when individuals and institutions providing advice to employee benefit plans and individual retirement accounts (“IRAs”) will be...more

4/24/2015 - Benefit Plan Sponsors DOL ERISA ESOP Fiduciary Standard Investment Adviser Proposed Regulation Retirement Plan

Non-Qualified Plan Sponsors: Beneficiary Designations May Require Attention

A recent court decision highlights the importance of up-to-date beneficiary designations for participants in non-qualified retirement plans. Without up-to-date designations, the payment of the benefits of a deceased...more

4/9/2015 - Beneficiaries Beneficiary Designations Benefit Plan Sponsors Retirement Plan

SEC Proposes Equity Hedging Disclosure Rules under Dodd-Frank

On February 9, 2015, the Securities and Exchange Commission (the “SEC”) proposed long-awaited equity hedging disclosure rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010...more

2/20/2015 - Board of Directors Directors Dodd-Frank Equity Compensation Hedging Proxy Statements Regulation S-K SEC

ISS Publishes FAQs on Equity Plan Scorecard

On December 22, 2014, Institutional Shareholder Services Inc. (“ISS”) released a set of Frequently Asked Questions (“FAQs”) that explain ISS’s new approach to evaluating management equity compensation plan proposals1. ISS...more

1/13/2015 - Corporate Governance Equity Plans Glass Lewis ISS

Glass Lewis Releases 2015 Proxy Paper Guidelines

On November 6, 2014, Glass Lewis & Co. released its 2015 Proxy Paper Guidelines for the United States showing the key draft policy changes for the 2015 proxy season. There are updates in the following areas: -...more

11/13/2014 - Board of Directors Corporate Governance Employee Stock Purchase Plans Glass Lewis IPO Proxy Season Proxy Voting Guidelines Say-on-Pay Shareholder Rights

ISS Publishes 2015 Proxy Voting Guideline Updates

On November 6, 2014, Institutional Shareholder Services Inc. (“ISS”) released the 2015 updates to its benchmark proxy voting policies, having received comments to the draft policies it released on October 15, 2014. The final...more

11/13/2014 - Equity Compensation Independent Boards ISS Proxy Season Proxy Voting Guidelines Shareholder Rights

ISS Publishes 2015 Draft Policy Changes; Comments Due by October 29, 2014

On October 15, 2014, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2015 proxy season. There are only two proposed updates for the United States. The first introduces a new...more

10/22/2014 - Board of Directors Equity Compensation Incentive Stock Options ISS Policy Drafting Proxy Voting Guidelines Shareholders

Nasdaq Proposes Modifications to Compensation Committee Independence Requirements

On November 26, 2013, the NASDAQ Stock Market (“Nasdaq”) filed a proposal to amend its listing standards regarding compensation committee independence (the “Proposal”). The modifications would provide Nasdaq-listed companies...more

12/10/2013 - Compensation Committee Compliance Executive Compensation Nasdaq

ISS Publishes 2014 Corporate Governance Policy Updates

On November 21, 2013, Institutional Shareholder Services Inc. (“ISS”) released its final US policy updates for the 2014 proxy season (the “2014 Policies”), having received comments to its draft policies released on October...more

11/27/2013 - Corporate Governance Human Rights ISS Pay-for-Performance Risk Assessment Shareholders

ISS Publishes 2014 Draft Policy Changes; Comments Due by November 4, 2013

On October 21, 2013, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2014 proxy season (the “Draft Policies”). There are only two proposed updates for the US, neither of which...more

10/28/2013 - Board of Directors CEOs Executive Compensation ISS Pay-for-Performance Shareholders

California Reduces Rate of Section 409A State Excise Tax

In a positive development for employees, California recently reduced its excise tax rate for failures to comply with the California analog to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)....more

10/25/2013 - Excise Tax IRC Section 409A State Taxes

SEC Proposes Long-Awaited Pay Ratio Rules

On September 18, 2013, in a 3-2 vote of commissioners cast along party lines, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer...more

9/25/2013 - Annual Filings Annual Reports CEOs Disclosure Requirements Dodd-Frank Executive Compensation Form 10-K Pay Ratio SEC Transparency

Private Equity Funds May Be on the Hook for the Pension Liabilities of Portfolio Companies

A recent decision of the Court of Appeals for the First Circuit makes it more likely that private equity funds could be liable for the pension obligations of the portfolio companies in which they invest. Key to the decision...more

8/15/2013 - Employee Benefits Employer Liability Issues ERISA Investment Portfolios Pensions Private Equity Retirement Plan

The End of DOMA: Federal Tax and Benefits Implications

The US Supreme Court’s recent ruling in United States v. Windsor (“Windsor”) struck down key portions of the federal Defense of Marriage Act (“DOMA”) as unconstitutional. This decision will allow many same-sex spouses to...more

7/11/2013 - Civil Unions DOMA Domestic Partnership Employee Benefits ERISA Estate Tax Healthcare IRS Marriage Retirement Plan Same-Sex Marriage US v Windsor

Once Is Not Enough: Ongoing Fee Disclosure Obligations Under ERISA

Firms that manage ERISA plan assets are subject to the US Department of Labor regulations on fee disclosures. In addition to the initial fee disclosure, these regulations require disclosure of changes to fee information...more

6/6/2013 - Disclosure Requirements DOL ERISA Fee Disclosure Retirement Plan

The EU Reaches a Deal on the Proposed Ratio Cap on Bank Bonuses

On 27 February 2013 the European Union (“EU”) reached a provisional deal on imposing a cap on the variable remuneration that can be paid by financial institutions in the EU. If, as expected, this provisional deal is formally...more

3/1/2013 - Basel III Bonuses Corporate Bonuses EU

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