Under Delaware law, executives (and former executives) may be entitled to indemnification and advancement from their employer for claims arising in connection with their employment. These rights to indemnification/advancement...more
The Tax Court’s May 3, 2023, decision in ES NPA Holding, LLC v. Commissioner (T.C. Memo 2023‑55), upholding a taxpayer’s position to characterize a partnership interest as a profits interest under the “safe harbor” of IRS...more
On November 28, 2022, the Securities and Exchange Commission (the “SEC”) published the final clawback rules (the “Final Rules”) under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in the Federal...more
The fall of 2022 has been a very active period when it comes to executive compensation and regulators focusing on clawing back compensation paid to executive officers.
The U.S. Securities and Exchange Commission's recent...more
Twelve years after the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and many years after the Securities and Exchange Commission started considering regulations implementing the clawback...more
In September 2022, Deputy Attorney General Lisa Monaco delivered remarks unveiling the Department of Justice’s revised corporate crime guidance to “prioritize and prosecute corporate crime.” She reiterated that the number one...more
The SEC’s final rule on Pay Versus Performance becomes effective on October 8, 2022, and will require new executive compensation disclosures for the upcoming proxy season (for annual proxy statements that include executive...more
9/23/2022
/ Business Development ,
CD&A ,
Disclosure Requirements ,
Dodd-Frank ,
Employee Benefits ,
Executive Compensation ,
Financial Reporting ,
GAAP ,
New Rules ,
Pensions ,
Performance Standards ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders ,
Smaller Reporting Companies ,
Total Shareholder Return (TSR)
“Report cards” may bring to mind evaluating middle school students, not CEOs of multi-billion dollar companies. But over the last decade, some companies have adopted a CEO “self-assessment” for evaluating the performance of...more
From February 23 – March 18th Proskauer will host its second annual Private Credit Summit. This interactive virtual event will bring together leaders in the Private Credit industry, including lenders, private equity firms,...more
2/24/2021
/ Borrowers ,
Compensation ,
Contract Terms ,
Corporate Executives ,
Creditors ,
Deal Price ,
Debt ,
Debt Market ,
Debtors ,
Direct Lending ,
Enforcement Actions ,
Fund Managers ,
Fund Sponsors ,
Fundraisers ,
Investment Adviser ,
Investment Management ,
Investment Opportunities ,
Investors ,
Liability ,
Liquidity ,
Private Equity ,
Private Equity Firms ,
Private Lenders ,
Regulatory Requirements ,
Restructuring ,
Webinars
This yearly report provides a summary of some of the significant changes and developments that occurred in the past year in the hedge fund and private equity spaces, as well as certain recommended practices that investment...more
Terminating a CEO “for cause” requires that the board of directors (“Board”) of the employer focus on two questions – What is the applicable standard for cause? Do the facts and circumstances satisfy this applicable...more
8/21/2020
/ CEOs ,
Executive Compensation ,
Foreign Private Issuers ,
Fraud ,
Gross Negligence ,
Internal Investigations ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Senior Managers ,
Shareholder Litigation ,
Special Purpose Acquisition Companies (SPACs) ,
Termination
In the final episode of a seven-part series for The Proskauer Benefits Brief, partners Michael Album and Josh Miller talk about employment agreements in the context of a management buyout. They go over the key terms and...more
10/25/2018
/ Acquisitions ,
Best Management Practices ,
Corporate Management ,
EBITDA ,
Employment Contract ,
Incentive Compensation ,
Mergers ,
Restrictive Covenants ,
Rollover Equity ,
Section 409A ,
Selling a Business ,
Termination ,
Wage and Hour
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller discuss the incentive equity package that management will be offered in the buyout, including the structure of the incentive pool,...more
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller are back to continue their discussion of the rights that management gets when it “rolls” old equity into new equity in the buyout vehicle...more
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss how management can use a “template” to have a bidder identify the way compensation issues will be addressed in an MBO....more
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss the nuts and bolts of a management buyout, and in particular, how management deals with the selling sponsor and the...more
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss the nuts and bolts on a management buyout. As part of their discussion they highlight the different types of...more
10/24/2018
/ Acquisitions ,
Auction ,
Best Management Practices ,
Contract Negotiations ,
Contract Terms ,
Corporate Counsel ,
Corporate Management ,
Letters of Intent ,
Mergers ,
Private Equity Firms ,
Restrictive Covenants ,
Selling a Business ,
Terms and Conditions
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller discuss the nuts and bolts on a management buyout, and in particular, the issues and strategies that management needs to know. They...more
Proskauer has released the 2015 Proskauer Annual Review and Outlook for Hedge, Private Equity and Other Private Funds. The 88-page report is a summary of significant legal changes and developments in the private funds space...more
11/25/2015
/ China ,
Cybersecurity ,
EU ,
Gift Tax ,
Hedge Funds ,
Hong Kong ,
Internships ,
Popular ,
Private Equity ,
Private Funds ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC) ,
UK ,
Volcker Rule ,
Whistleblowers
The Securities and Exchange Commission (SEC) recently released its proposed rules to amend Item 402 of Regulation S-K to implement the pay ratio disclosure requirement in accordance with Section 953(b) of the Dodd-Frank Wall...more