Linda Rappaport

Linda Rappaport

Shearman & Sterling LLP

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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

1/28/2016 - Corporate Governance Executive Compensation ISS

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

12/8/2015 - Corporate Governance Equity Plans Executive Compensation Glass Lewis ISS Proxy Voting Guidelines

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

11/3/2015 - Controlling Stockholders Corporate Governance Delaware General Corporation Law Directors Executive Compensation Facebook First Impression Mark Zuckerberg Ratification Self-Dealing Shareholders Written Consent

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

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 Internal Revenue Code (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)

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 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

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

Delaware Federal Court Issues Significant Ruling Concerning Impact of Executive Compensation Provisions of the Internal Revenue...

In a case of apparent first impression regarding the impact of the shareholder voting provisions of Internal Revenue Code I.R.C. § 162(m)on state corporate law, Judge Sue L. Robinson of the U.S. District Court for the...more

7/30/2013 - Compensation Committee Executive Compensation Preemption Section 162(m) Shareholders

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