Marian Tse

Marian Tse

Goodwin Procter LLP

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SEC Adopts Final CEO Pay Ratio Disclosure Rule

On August 5, 2015, the Securities and Exchange Commission adopted the final CEO pay ratio disclosure rule by a 3-2 vote. The final rule amends Item 402 of Regulation S-K, as required by Section 953(b) of the Dodd-Frank Wall...more

8/19/2015 - CEOs Disclosure Requirements Executive Compensation Financial Statements Median Employee Pay Ratio Reporting Requirements SEC

SEC Proposes Mandatory Incentive Compensation Clawback Rules

On July 1, 2015, the Securities and Exchange Commission proposed rules, consisting of new Rule 10D-­1 and related rule and form amendments, that would require clawbacks of incentive compensation received by executive officers...more

7/17/2015 - Clawbacks Corporate Officers Dodd-Frank Emerging Growth Companies Executive Compensation Financial Reporting Financial Restatements Foreign Private Issuers Form 8-K Incentive Compensation Listing Standards Nasdaq NYSE Offsets Proposed Regulation Public Disclosure Rule 10D-1 SEC Section 10D Securities Exchange Act Total Shareholder Return (TSR)

SEC Proposes Pay for Performance Rules

The SEC has proposed rules that would require most public companies to provide disclosure in their proxy statements regarding the relationship between their executive compensation and total shareholder return (TSR) for the...more

6/18/2015 - Executive Compensation Item 402 Pay-for-Performance Proxy Statements Publicly-Traded Companies Regulation S-K SEC XBRL Filing Requirements

SEC Proposes Hedging Policy Disclosure Rule

The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more

2/26/2015 - Board of Directors CEOs Disclosure Requirements Equity Securities Executive Compensation Hedging Investment Company Act of 1940 Proxy Statements SEC Securities Exchange Act

Deadline Approaching for Reporting 2014 ISO Exercises and ESPP Transfers

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

1/26/2015 - Employee Stock Purchase Plans Filing Deadlines Incentive Stock Options IRC IRS Reporting Requirements

Deadline Approaching for Reporting 2013 ISO Exercises and ESPP Transfers

Deadlines to provide information statements to employees (and former employees) as well as filings to the IRS regarding incentive stock options and employee stock purchase plans are approaching. Companies should be working to...more

1/31/2014 - Employee Stock Purchase Plans Filing Deadlines Filing Requirements Financial Statements IRS ISOs

IRS Releases FAQs on Cafeteria Plan Benefits for Same-Sex Spouses Post-DOMA

The Internal Revenue Service has released a series of FAQs to answer several outstanding questions following the U.S. Supreme Court’s ruling in Windsor, which struck down Section 3 of the Defense of Marriage Act. The most...more

1/10/2014 - Cafeteria Plans DOMA Employee Benefits Healthcare Income Taxes IRS Same-Sex Marriage SCOTUS W-2

NASDAQ Amends Listing Standards to Remove Prohibition on Receipt of Compensatory Fees by Compensation Committee Members

On November 26, 2013, the NASDAQ Stock Market (“Nasdaq”) filed an amendment to its listing standards that eliminates the prohibition on the receipt of compensatory fees by compensation committee members. Nasdaq listing...more

12/30/2013 - Board of Directors Compensation Committee Conflicts of Interest Exemptions Listing Standards Nasdaq NYSE

IRS and SSA Announce Dollar Limits and Thresholds for 2014

The Internal Revenue Service and Social Security Administration have announced cost-of-living adjustments to the dollar limits on contributions made to, and benefits under, tax-favored retirement and benefits plans, and other...more

11/8/2013 - COLA Employee Benefits Employer Contributions HSA IRS Retirement Plan Social Security Social Security Adminstration

IRS Modifies “Use-It-Or-Lose-It” Rule for Health Flexible Spending Arrangements under Cafeteria Plans

On October 31, the IRS modified the “use-it-or-lose-it” rule for health flexible spending arrangements, allowing up to $500 of unused amounts to be carried forward and used for payment or reimbursement of qualified medical...more

11/8/2013 - Cafeteria Plans Flexible Spending Accounts Healthcare IRS

Section 125 Cafeteria Plan Requirement for Massachusetts Employers Ends

Massachusetts recently announced that, due to federal rules under the Affordable Care Act, it will cease enforcement of its Section 125 cafeteria plan requirement for Massachusetts employers. Under that requirement, employers...more

11/5/2013 - Affordable Care Act Cafeteria Plans Health and Welfare Plans Health Insurance Healthcare

IRS and DOL Guidance Clarifies Post-DOMA Questions

The Internal Revenue Service and Department of Labor have issued recent guidance to clarify the impact of the U.S. Supreme Court’s ruling in U.S. v. Windsor. The new guidance addresses some of the implications of the federal...more

10/18/2013 - DOL DOMA Income Taxes IRS Marriage Same-Sex Marriage SCOTUS Tax Benefits US v Windsor

SEC Issues Proposed "Pay Ratio" Disclosure Rules

The Securities and Exchange Commission recently issued proposed regulations on the “Pay Ratio” disclosure rules. Under these rules, a public company must disclose the ratio of the median of annual total compensation for all...more

10/4/2013 - Annual Filings Annual Reports Disclosure Requirements Dodd-Frank Executive Compensation Form 10-K Pay Ratio Regulation S-K SEC Wages

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