Among its many impacts on society, COVID-19 has changed, perhaps permanently, how employees interact with each other and the workplace. As some businesses begin to reopen their doors to their workforce, they should consider...more
Planning for an unexpected absence or loss of a key person is an important component of enterprise risk management. In the present environment, boards are meeting regularly in real time to address absences of key persons–both...more
The COVID-19 outbreak has had a swift and volatile impact on business operations and the financial markets. Because this is occurring simultaneously with the annual incentive award cycle of many companies, immediately at...more
On December 16, 2019, the IRS issued proposed regulations under Section 162(m) of the Internal Revenue Code (the “Proposed Regulations”). The Proposed Regulations respond to comments made on Notice 2018-68 (the “Notice”),...more
12/23/2019
/ Comment Period ,
Compensation & Benefits ,
Covered Employees ,
Grandfathering Rules ,
Internal Revenue Code (IRC) ,
IRS ,
Proposed Regulation ,
Public Hearing ,
Publicly-Traded Companies ,
Regulatory Burden ,
Safe Harbors ,
Section 162(m) ,
Tax Cuts and Jobs Act
On September 10, 2019, the California State Senate passed Assembly Bill 5 (AB 5) effectively requiring certain workers previously operating as independent contractors to be considered employees. Governor Gavin Newsom is...more
9/18/2019
/ CA Supreme Court ,
Dynamex ,
Employee Definition ,
Employer Liability Issues ,
Gig Economy ,
Governor Newsom ,
Hiring & Firing ,
Independent Contractors ,
Misclassification ,
New Legislation ,
State Labor Laws
Although final rules were published in December of 2018, July 1st marked the date that issuers (other than smaller reporting companies and emerging growth companies) must begin complying with the Dodd-Frank Act’s hedging...more
On June 19, 2019, the New York State Assembly and Senate passed an omnibus bill (A08421/S06577) proposing sweeping amendments to existing state sexual harassment and discrimination laws. The pending law, which has the...more
On December 18, 2018, the Securities and Exchange Commission (SEC) approved long-awaited final rules implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Consistent with the proposed...more
12/28/2018
/ Clawbacks ,
Dodd-Frank ,
Hedging ,
Incentive Compensation ,
Pay-for-Performance ,
Proposed Regulation ,
Proxy Statements ,
Public Disclosure ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
’Tis the season, and no, we do not mean the holiday season. Although it may seem like you just filed your 2018 proxy, the 2019 proxy season is upon us. This quick reference guide, which is intended to supplement Shearman &...more
12/21/2018
/ Board of Directors ,
Corporate Governance ,
Corporate Social Responsibility ,
Cybersecurity ,
Diversity ,
Executive Compensation ,
Glass Lewis ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
Publishes Concept Release to Explore Rule 701 and Form S-8 Reform -
The Adopting Release -
On June 18, 2018, the Securities and Exchange Commission (SEC) issued final rules to amend Securities Act Rule 701, which...more
On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (Reform Act). Although largely focused on regulatory exemptions for smaller financial institutions, the...more
Recently, the gender pay gap has become the subject of increased scrutiny and media attention as a growing movement works to bring an end to gender-based wage differentials. On April 9, 2018, there was an interesting...more
Last week, the Delaware Supreme Court, in In re Investors Bancorp, Inc. Stockholder Litigation (“Bancorp”), reversed the Delaware Court of Chancery and held that awards granted to directors under a stockholder-approved equity...more
On December 19, 2017, the Senate passed the “Tax Cuts and Jobs Act of 2017” (H.R. 1) (the “Bill”). The House of Representatives passed the Bill on December 20, 2017. This follows the release by the conference committee of the...more
Death, taxes and proxy season. Although it may seem like you just filed your 2017 proxy, the 2018 proxy season is on the horizon. This quick reference guide identifies considerations based on themes from 2017, offers...more
On November 2, 2017, the House Ways and Means Committee (the “House Committee”) released its plan for comprehensive tax reform: the “Tax Cuts and Jobs Act of 2017” (H.R. 1) (the “House Bill”). Following a week of hearings,...more
11/20/2017
/ Business Income ,
Corporate Taxes ,
EBITDA ,
Energy Tax Incentives ,
Estate Tax ,
Foreign Corporations ,
International Tax Issues ,
Legislative Agendas ,
Local Taxes ,
Mortgage REITS ,
Property Tax ,
Proposed Legislation ,
Repatriation ,
Shareholders ,
Standard Deduction ,
State Taxes ,
Tax Credits ,
Tax Exemptions ,
Tax Rates ,
Tax Reform ,
Trump Administration
On November 2, 2017, the Republican caucus of the House of Representatives unveiled its plan to overhaul the nation’s tax code. In an apparent effort to raise revenue, the “Tax Cuts and Jobs Act,” if adopted, would...more
With the first required pay ratio disclosures only a few months away, the Commission, on September 21, 2017, issued an interpretative release intended to assist registrants in their compliance efforts. The guidance in the...more
On August 9, 2017, the Department of Labor notified the District Court of Minnesota that it had submitted to the Office of Management and Budget amendments that would delay until July 1, 2019 the applicability of three...more
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
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
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
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
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
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