Overview of Committee Member Responsibilities -
Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more
4/4/2024
/ Clawbacks ,
Corporate Governance ,
Delaware General Corporation Law ,
Dodd-Frank ,
Enforcement Actions ,
Executive Compensation ,
Listing Rules ,
Non-Compete Agreements ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Overview of Committee Member Responsibilities -
Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more
3/8/2023
/ Acquisitions ,
Compensation Committee ,
Director Compensation ,
Eligibility ,
Equity Compensation ,
Executive Compensation ,
Filing Season ,
Financial Adviser ,
Mergers ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Exchange ,
Taxation
On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to disclose the relationship between the executive compensation actually paid to the company’s named...more
Preface
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This eighth edition of the Compensation Committee Handbook from the lawyers of the Executive...more
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This seventh edition of the Compensation Committee Handbook from the lawyers of the Executive Compensation and...more
As discussed in our March 23, 2020, client alert “Recommendations for Compensation Committees During the COVID-19 Crisis,” compensation committees charged with implementing programs intended to incentivize and retain...more
The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) became law on March 27, 2020, providing financial assistance to individuals and businesses impacted by the COVID-19 pandemic, as previously discussed in our...more
3/31/2020
/ Airlines ,
CARES Act ,
Compensation Restrictions ,
Covered Employees ,
Critical Infrastructure Sectors ,
Defined Benefit Plans ,
Defined Contribution Plans ,
Employee Benefits ,
Federal Loans ,
Paycheck Protection Program (PPP) ,
Payroll Taxes ,
Pensions ,
Retirement Plan ,
Self Employed ,
Tax Credits ,
Tax Deferral
As discussed in our March 20, 2020, client alert “Thoughts for Boards of Directors on the COVID-19 Crisis,” COVID-19 is testing the oversight skills of boards of directors as companies come to terms with the new normal in the...more
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. The fifth edition of the Compensation Committee Handbook, authored by our Executive Compensation and Benefits Group,...more
12/11/2018
/ Acquisitions ,
Compensation Committee ,
Director Compensation ,
Employee Benefits ,
Employment Contract ,
Equity Compensation ,
Executive Compensation ,
Fiduciary Duty ,
Financial Adviser ,
Mergers ,
Nasdaq ,
NYSE ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Exchange ,
Taxation
On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release on the pay ratio disclosure requirements in Item 402(u) of Regulation S-K, and the staff of the Division of Corporation...more
As the 2017 proxy season approaches, companies may be preparing to solicit shareholder approval for a new, or an amendment to an existing, equity incentive plan. In doing so, companies should keep in mind the positions of...more
1/27/2017
/ CEOs ,
Clawbacks ,
Equity Compensation ,
Equity Plan Scorecard (EPSC) ,
Equity Plans ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Publicly-Traded Companies ,
Shareholder Approval ,
Vesting
The Department of Labor (DOL) recently issued guidance on the Conflicts of Interest Rule it released earlier this year. The guidance, issued on October 27, 2016, is in the form of answers to frequently asked questions, which...more
11/8/2016
/ Audits ,
Best Interest Contract Exemptions ,
Compliance ,
Conflicts of Interest ,
Department of Labor (DOL) ,
Employee Retirement Income Security Act (ERISA) ,
Executive Compensation ,
Financial Adviser ,
Individual Retirement Account (IRA) ,
Internal Revenue Code (IRC) ,
Investment Adviser ,
New Guidance ,
Prohibited Transactions ,
Retirement Plan
In an unexpected development, on June 21, 2016, the IRS issued proposed regulations that clarify and modify the final regulations issued in 2007 and the proposed income inclusion regulations issued in 2008. In many cases,...more
7/5/2016
/ Beneficiaries ,
Death Benefits ,
Deferred Compensation ,
Employee Benefits ,
Executive Compensation ,
Income Taxes ,
Internal Revenue Code (IRC) ,
IRS ,
Restricted Stocks ,
Section 409A ,
Severance Agreements ,
Vesting
On June 22, 2016, the IRS published much-anticipated proposed regulations under Internal Revenue Code Section 457 impacting certain plans maintained by state or local governments or other tax-exempt organizations that provide...more
6/27/2016
/ Deferred Compensation ,
Employee Benefits ,
Forfeiture ,
IRS ,
Non-Compete Agreements ,
Retirement Plan ,
Section 409A ,
Section 457(f) ,
Severance Agreements ,
State and Local Government ,
Tax Exempt Entities
On April 6, 2016, the Department of Labor (DOL) issued a widely anticipated final regulation that redefines who is a “fiduciary” of certain employee benefit and other plans for purposes of the Employee Retirement Income...more
4/26/2016
/ 401k ,
Administrative Exemption ,
Best Interest Contract Exemptions ,
Broker-Dealer ,
Department of Labor (DOL) ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary Duty ,
Individual Retirement Account (IRA) ,
Internal Revenue Code (IRC) ,
Investment Adviser ,
IRS ,
Retirement Plan
On March 28, 2016, the U.S. District Court for the District of Massachusetts held that three private equity (PE) funds were jointly and severally liable for the multiemployer pension plan withdrawal liability of one of their...more
Pursuant to the Dodd-Frank Act, Securities and Exchange Commission rules require companies seeking shareholder approval of a merger or acquisition to also hold a separate shareholder advisory vote on disclosed...more
Individuals serving on company boards of directors should carefully examine director compensation programs and decisions involving their own compensation following an April 30, 2015, ruling by the Delaware Court of Chancery....more
The Executive Compensation and Benefits Group at Skadden, Arps, Slate, Meagher & Flom LLP is pleased to provide you with this second edition of its Compensation Committee Handbook. This edition reflects developments in...more
12/10/2015
/ Board of Directors ,
Compensation & Benefits ,
Compensation Committee ,
Directors ,
Employment Contract ,
Equity Compensation ,
Executive Compensation ,
Proxy Advisors ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On August 5, 2015, in a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) adopted final rules implementing the controversial “CEO pay ratio” disclosure requirements that were proposed in 2013 and mandated by...more
On April 20, 2015, more than three years after withdrawing a similar proposal that was staunchly opposed by the financial services industry, the U.S. Department of Labor (DOL) published in the Federal Register a proposed...more
4/29/2015
/ Benefit Plan Sponsors ,
Best Interest Contract Exemptions ,
Broker-Dealer ,
Department of Labor (DOL) ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Exemptions ,
Fiduciary Duty ,
Financial Institutions ,
Individual Retirement Account (IRA) ,
Internal Revenue Code (IRC) ,
Investment Adviser ,
Pension Funds ,
Prohibited Transactions
As part of its ongoing rollout of its 2015 policy updates, Institutional Shareholder Services (ISS) has issued “Frequently Asked Questions” guidance with respect to both its 2015 Compensation Policies and its new equity plan...more
Preface -
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This first edition of the Compensation Committee Handbook from the lawyers of the Executive...more
Since the adoption of Section 409A of the Internal Revenue Code, employers and practitioners have wondered when and how the IRS would enforce it. With the recent IRS announcement of an audit initiative with respect to Section...more
House Ways and Means Committee Chairman David Camp (R-Mich.) has proposed a draft tax reform plan (the Proposal) containing sweeping changes to the Internal Revenue Code (the Code), including a number of major executive...more