Michael R. Bergmann

Michael R. Bergmann

Skadden, Arps, Slate, Meagher & Flom LLP

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"SEC Proposes New Rules for Pay-Versus-Performance Disclosure"

On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) proposed new rules that would require companies to disclose the relationship between the compensation actually paid to named executive officers (NEOs) and...more

5/5/2015 - Disclosure Requirements Dodd-Frank Executive Compensation Form 10-K Pay-for-Performance Proxy Statements SEC Total Shareholder Return (TSR) XBRL Filing Requirements

Department of Labor Proposes New Fiduciary Regulation and Prohibited Transaction Exemption Relief for Investment Advice...

On April 20, 2015, more than three years after withdrawing a similar proposal that was staunchly opposed by the financial services industry, the U.S. Department of Labor (DOL) published in the Federal Register a proposed...more

4/29/2015 - Benefit Plan Sponsors Best Interest Contract Exemptions Broker-Dealer DOL Employee Benefits ERISA Exemptions Fiduciary Duty Financial Services Industry Internal Revenue Code Investment Adviser IRA Pension Funds Prohibited Transactions

"ISS Issues ‘Frequently Asked Questions’ Guidance for 2015"

As part of its ongoing rollout of its 2015 policy updates, Institutional Shareholder Services (ISS) has issued “Frequently Asked Questions” guidance with respect to both its 2015 Compensation Policies and its new equity plan...more

3/4/2015 - Compensation & Benefits Equity Plans Executive Compensation ISS New Guidance

2015 Compensation Committee Handbook

Preface - The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This first edition of the Compensation Committee Handbook from the lawyers of the Executive...more

11/21/2014 - Compensation Committee Publicly-Traded Companies

"Executive Compensation and Benefits Alert: IRS Section 409A Audit Initiative May Signal Increased Enforcement Activity"

Since the adoption of Section 409A of the Internal Revenue Code, employers and practitioners have wondered when and how the IRS would enforce it. With the recent IRS announcement of an audit initiative with respect to Section...more

5/29/2014 - Audits Employer Liability Issues Employer Mandates Employment Tax Enforcement Executive Compensation IRS Section 409A

"Executive Compensation and Benefits Alert: Ways and Means Tax Reform Bill Proposes Fundamental Changes to Executive Compensation"

House Ways and Means Committee Chairman David Camp (R-Mich.) has proposed a draft tax reform plan (the Proposal) containing sweeping changes to the Internal Revenue Code (the Code), including a number of major executive...more

3/6/2014 - Deferred Compensation Equity Compensation Executive Compensation Legislative Agendas Pensions Stock Options Tax Reform

"Executive Compensation and Benefits Alert: California Reduces Its 409A Income Tax"

In a rare piece of good news relating to Section 409A of the Internal Revenue Code, on October 4, 2013, California reduced its additional state tax on income failing to comply with Section 409A from 20 percent to 5 percent....more

10/9/2013 - Executive Compensation Income Taxes Section 409A

"Executive Compensation and Benefits Alert: Skadden’s Proxy Watch: Latest 2013 Say-on-Pay Trends and a Proxy Litigation Update"

As the 2013 proxy season heads into its final weeks, we are continuing to monitor say-on-pay vote results and supplemental filing trends, as well as the most recent waves of proxy-related litigation, and have the following...more

7/23/2013 - Dodd-Frank Employee Benefits Executive Compensation Glass Lewis ISS Proxy Solicitations Say-on-Pay SEC

"The Landscape of CEO Succession Issues"

A board’s decision as to whether, when and how to terminate the employment of a CEO and hire a successor is among the most critical decisions facing the board of any company — large or small, public or private, established or...more

6/26/2013 - Board of Directors CEOs Disclosure Requirements Employment Contract Executive Compensation Hiring & Firing Reporting Requirements Severance Agreements Successors Termination

"Deadline Approaching for Compensation Committee Charter Amendments"

As a reminder, by July 1, 2013, compensation committee charters must comply with the new New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) listing requirements that were approved by the Securities and Exchange...more

5/23/2013 - Compensation Committee Deadlines Dodd-Frank Nasdaq NYSE SEC

"Executive Compensation and Benefits Alert: Skadden’s 2013 Proxy Watch: Emerging Say-on-Pay Trends and Litigation Developments"

Early Lessons From the 2013 Proxy Season - As Skadden monitors the initial weeks of the 2013 proxy season, we are seeing the following preliminary trends: Vote Results - Of the first 279 companies of the...more

4/26/2013 - Executive Compensation ISS Proxies Say-on-Pay

"Executive Compensation and Benefits Report: Proposed Regulations Highlight the Complexity of the $500,000 Deduction Limit for...

On April 1, 2013, the Internal Revenue Service issued proposed regulations providing guidance on the $500,000 deduction limit for compensation paid by certain health insurance companies to their employees. Because of the...more

4/8/2013 - CHIP Deduction Limitations Executive Compensation Health Insurance IRS Proposed Regulation Tax Deductions

"Executive Compensation and Benefits Alert: Annual Meeting Litigation: How to Prepare"

As the 2013 proxy season is now underway, companies should be aware of the recent wave of lawsuits alleging breaches of fiduciary duties by management and directors in connection with compensation-related decisions. These...more

1/17/2013 - Annual Meeting Certificates of Incorporation Compensation Committee Directors Disclosure Requirements Executive Compensation Fiduciary Duty Managers Proxy Season Say-on-Pay Shareholder Litigation

"Executive Compensation and Benefits Alert: Decision Clarifies That PE Funds Are Not Subject to 'Controlled Group' Liability"

Private equity funds (PE funds) and their advisors long have been concerned that a fund (or its other portfolio companies) may be liable for unfunded pension plan liabilities of one of its portfolio companies. However, in a...more

11/28/2012 - ERISA Executive Compensation PBGC Private Equity Funds

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