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DOL Announces No Further Delay to Implementation of the ‘Fiduciary Rule’

On May 22, 2017, Secretary of Labor Alexander Acosta announced that the DOL has found no “principled legal basis” to further delay the June 9, 2017 applicability date of its “fiduciary rule.”...more

DOL Finalizes 60-Day Delay of ‘Fiduciary Rule’

On April 4, 2017, the Department of Labor issued a final rule delaying the applicability date of its “fiduciary rule” and related exemptions to June 9, 2017. The delay also provides that (1) reliance on the Best Interest...more

DOL Proposes 60-Day Delay of ‘Fiduciary Rule’ Applicability Date to June 9, 2017

On March 1, 2017, the Department of Labor issued a proposed rule that, when finalized, will delay the applicability date of its “fiduciary rule” and related exemptions to June 9, 2017, which is 60 days from its original...more

SEC to Reconsider the Pay Ratio Rule

On February 6, 2017, the SEC’s Acting Chairman, Michael S. Piwowar, issued a public statement requesting detailed comments on any “unexpected challenges” faced by issuers preparing to comply with the pay ratio disclosure rule...more

President Trump Mandates Reconsideration of DOL’s ‘Fiduciary’ Rule

Late Friday, the White House issued a Presidential Memorandum requiring the Department of Labor to take a second look at its “fiduciary rule.” The Memorandum directs the DOL to prepare an updated economic and legal analysis...more

What’s Next for the DOL’s ‘Fiduciary’ Rule?

Under consideration for over 15 years, the rule’s applicability date lands shortly after the Republicans gain control of both houses of Congress and the Presidency. This short client alert outlines some of the options...more

“Veep”: The Evolving Law of Advancement and Indemnification

Companies confer title of “Vice President” on a wide range of employees, from senior executives, in some cases, to line-level personnel, in others. While distinguishing someone functioning as a senior executive from someone...more

Nasdaq Golden Leash Disclosure Rule Approved by SEC

On July 1, 2016, the Securities and Exchange Commission (the “SEC”) approved a change to the Listing Rules of NASDAQ Stock Market LLC (“Nasdaq”). New Listing Rule 5250(b)(3) will require Nasdaq listed companies to publicly...more

The DOL’s New Fiduciary Rule: Capturing the Apparent Conflict at the “Moment of Rollover”

The US Department of Labor’s final fiduciary rule captures rollover, transfer and distribution recommendations to retirement investors. In essence, under the rule, a financial organization or adviser is acting as a fiduciary...more

The DOL’s New Fiduciary Rule: The Thin Line Between Education and Advice

Following the release in 2015 of the US Department of Labor’s proposed fiduciary rule, many commentators feared that communications that had previously been characterized as “investment education” would now constitute...more

The Re-Proposed Rule on Incentive-Based Compensation at Financial Institutions: Overview and Observations

To date, five of the six federal regulators (the “Agencies”) charged with promulgating rules under Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) have approved a joint proposed...more

The DOL’s New Fiduciary Rule: The Details on Disclosure

As discussed in our publication dated April 14, 2016, the final Department of Labor fiduciary rule provides for two new prohibited transaction exemptions, the Best Interest Contract Exemption (the “BIC Exemption”) and the...more

The US Department of Labor’s Final “Fiduciary” Rule Incorporates Concessions to Financial Service Industry but Still Poses Key...

The Rule Will Require Restructuring of Pay and Compliance Policies at Financial Institutions Serving Retail Retirement Clients The Rule Also Increases the Litigation Risks to Financial Institutions Associated with...more

Sun Capital: District Court Relies on Constructive Partnership Theory to Find Separate PE Funds Liable for a Portfolio Company’s...

The most recent Sun Capital decision is a troubling development for private equity fund sponsors and will likely require a “rethink” of fund structuring when private equity funds own portfolio companies with significant...more

ISS Publishes Updates to Its 2016 Executive Compensation Policies

On January 22nd, Institutional Shareholder Services Inc. (“ISS”) updated its Frequently Asked Questions for US Executive Compensation Policies and US Equity Compensation Plans. The original FAQs were published on December 18,...more

A Summary of Compensation-Related Updates to the Proxy Voting Guidelines of ISS and Glass Lewis

Institutional Shareholder Services Inc. (“ISS”) recently finalized its Proxy Voting Guidelines (the “ISS Guidelines”) that apply to all shareholder meetings held after February 1, 2016. A number of the updates relate to...more

Compliance with the Formal Approval Requirements of Delaware Law Required for Stockholder Ratification of Director Compensation

On October 28th, the Delaware Chancery Court, in Espinoza v. Zuckerberg, et al., held that stockholder ratification of a transaction that was approved by an interested board of directors must be accomplished formally through...more

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

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

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

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

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

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

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

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

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