On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) approved amendments filed earlier that week by the New York Stock Exchange (NYSE) and The Nasdaq Stock Exchange (Nasdaq) that, among other things, provided...more
6/13/2023
/ Clawbacks ,
Corporate Officers ,
Disclosure Requirements ,
Executive Compensation ,
Incentive Compensation ,
Indemnification ,
Listing Standards ,
Nasdaq ,
NYSE ,
Rule 10D-1 ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)
On April 24, 2023, the US Securities and Exchange Commission (the SEC) designated Sunday, June 11, 2023, as the date by which it would either approve or disapprove the executive compensation recovery — or clawback — rules...more
Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options...more
Last week, the U.S. Securities and Exchange Commission (“SEC”) brought enforcement actions against a company and its former CEO for failure to adequately disclose certain compensation and related party transactions. The move...more
3/3/2021
/ CEOs ,
Compensation ,
Cooperation ,
Disgorgement ,
Enforcement Actions ,
Failure To Disclose ,
Fines ,
Internal Investigations ,
Item 402 ,
Policies and Procedures ,
Proxy Statements ,
Regulation S-K ,
Remediation ,
Section 13 ,
Section 17(a) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Violations
Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options...more
Institutional Shareholder Services (“ISS”) published its proxy voting guidelines updates for 2021 (“Policy Updates”) on November 12, 2020. The changes that are likely to be of most interest to companies include new and...more
11/18/2020
/ Advance Notice ,
Annual Meeting ,
Board of Directors ,
Bylaws ,
Corporate Governance ,
Diversity ,
Environmental Social & Governance (ESG) ,
Exclusive Forum ,
Independent Director ,
Institutional Shareholder Services (ISS) ,
Poison Pill ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
S&P ,
Shareholder Proposals ,
Virtual Meetings
On September 30, 2020, California Governor Gavin Newsom signed Assembly Bill 979 (AB-979) into law, which will require every public company with securities listed on a major U.S. stock exchange and that has its principal...more
In response to the COVID-19 pandemic, the U.S. Internal Revenue Service (“IRS”) issued Notice 2020-23, 2020-18 IRB 732 (April 27, 2020) (the “Notice”) providing a temporary extension, until July 15, 2020, for Internal Revenue...more
As the COVID-19 pandemic continues to unfold, U.S. public company compensation committees face unique challenges as they focus on retaining and appropriately incentivizing employees while evaluating the impact of the pandemic...more
As the COVID-19 pandemic continues to unfold, many employers are faced with questions about the impact of economic changes and workforce reductions on their compensation and benefits arrangements. This alert is intended to...more
4/10/2020
/ 401k ,
Benefit Plan Sponsors ,
CARES Act ,
Compensation & Benefits ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Defined Contribution Plans ,
Employee Benefits ,
Employer Contributions ,
ESOP ,
Furloughs ,
Investment Adviser ,
Investment Management ,
Layoffs ,
Pensions ,
Relief Measures ,
Retirement Plan
Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options...more
Recent shareholder suits show a heightened scrutiny of routine proxy disclosures in order to challenge non-employee director compensation. Plaintiffs’ attorneys are focusing on non-employee director compensation and...more
Last September, then California Gov. Jerry Brown signed Senate Bill 826 (SB-826) into law. SB-826 will require every public company that has its principal executive office in California, as listed on its Form 10-K (“Covered...more
Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options...more
Effective today, July 24, 2018, the threshold for providing additional disclosure to employees under Rule 701 of the Securities Act of 1933, as amended (Rule 701) is increased from aggregate sales of $5 million in any...more
On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (the Act). While principally aimed at easing the regulatory restrictions applicable to community and...more
As noted in our alert on December 21, 2017, the Tax Cuts and Jobs Act provides an opportunity to defer taxation of certain equity awards under the new Section 83(i) of the Internal Revenue Code of 1986, as amended. Until the...more
The Securities and Exchange Commission (SEC) issued additional guidance in late 2017 to assist companies in complying with the heightened disclosure requirements under Rule 701 of the Securities Act of 1933, as amended (the...more
Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options...more
On December 20, 2017, Congress passed the Tax Cuts and Jobs Act (the Act), which President Trump indicated he would sign. It is a sweeping tax bill with the potential to significantly alter executive compensation and employee...more
Do you receive any form of equity-based compensation? Does your company grant any form of equity-based compensation? If so, it is critical to remember that common equity-based compensation, such as option exercises,...more
It appears likely that the CEO pay ratio disclosure rule adopted by the Securities and Exchange Commission in 2015 will require companies that are subject to the rule to begin including CEO pay ratio disclosure for 2017...more
Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options...more
On March 28, 2016, the U.S. District Court for the District of Massachusetts (the District Court) delivered a controversial opinion in Sun Capital Partners III, LP v. New England Teamsters & Trucking Industry Pension Fund...more
Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options...more