On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) adopted long-awaited final rules implementing the “clawback” provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act....more
On May 18, 2021, the Internal Revenue Service (IRS) released Notice 2021-31 (the “Notice”) providing guidance in Q&A format on the application of the temporary COBRA premium assistance provisions of the American Rescue Plan...more
Section 162(m) of the Internal Revenue Code of 1986 (as amended, the “Code”) imposes a $1 million deductibility limit on compensation paid by “publicly held corporations” to “covered employees.” As reported in our previous...more
1/11/2021
/ Compensation & Benefits ,
Corporate Taxes ,
Covered Employees ,
Executive Compensation ,
Final Rules ,
Grandfathering Rules ,
IRS ,
Privately Held Corporations ,
Publicly-Traded Companies ,
Remuneration ,
Section 162(m) ,
Tax Cuts and Jobs Act ,
Tax Deductions
COVID-19 has, among other things, had an impact on executive compensation and employee benefits, and given rise to a number of new issues and considerations. These compensation issues present challenges for companies seeking...more
In response to the coronavirus pandemic, Congress recently passed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). President Donald Trump signed the CARES Act into law on March 27, 2020. Below is a...more
4/13/2020
/ Benefit Plan Sponsors ,
CARES Act ,
Coronavirus/COVID-19 ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Employer Contributions ,
Executive Compensation ,
Filing Deadlines ,
Over The Counter Drugs (OTC) ,
Required Minimum Distributions ,
Retirement Plan ,
Student Loans ,
Telehealth
The Internal Revenue Service (IRS) on November 6, 2019 announced the following cost of living inflation adjusted dollar limits applicable to tax-qualified plans and other benefit plans for 2020...more
11/8/2019
/ 401k ,
403(b) Plans ,
457(b) Plans ,
Compensation & Benefits ,
Contribution Limits ,
Defined Benefit Plans ,
Defined Contribution Plans ,
Employee Benefits ,
ESOP ,
Flexible Spending Accounts ,
Fringe Benefits ,
Health Savings Accounts ,
IRS ,
Retirement Plan ,
Social Security ,
Tax Planning
On December 15, 2017, the House and Senate conference committee agreed on the terms of the final tax reform bill, previously referred to as the “Tax Cuts and Jobs Act” (the “Act”), which was subsequently approved by both...more
1/9/2018
/ Affordable Care Act ,
Bicycles ,
Business Expenses ,
Business Taxes ,
Commuting ,
Compensation ,
Corporate Taxes ,
Employee Relocations ,
Equity Grants ,
Fringe Benefits ,
Incentive Awards ,
Income Taxes ,
Individual Retirement Account (IRA) ,
Inflation Adjustments ,
Internal Revenue Code (IRC) ,
IRS ,
New Legislation ,
Reimbursements ,
Retirement Plan ,
Roth Conversions ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Exemptions ,
Tax Reform ,
Transportation Expenses ,
Trump Administration
On November 2, 2017, the Committee on Ways and Means of the U.S. House of Representatives released its tax reform bill titled the Tax Cuts and Jobs Act (the “House Bill”). On November 6, 2017, Kevin Brady, Chairman of the...more
11/10/2017
/ CEOs ,
CFOs ,
Corporate Taxes ,
Covered Employees ,
Deduction Limitations ,
Deferred Compensation ,
Defined Benefit Plans ,
Dependent Care Assistance Program (DCAP) ,
Employee Benefits ,
Employee Housing ,
Employer Contributions ,
Equity Compensation ,
Excise Tax ,
Executive Compensation ,
Former Employee ,
Fringe Benefits ,
Grandfathering Rules ,
Health Savings Accounts ,
Income Taxes ,
Individual Retirement Account (IRA) ,
Internal Revenue Code (IRC) ,
Itemized Deductions ,
Legislative Amendments ,
Proposed Legislation ,
Restricted Stocks ,
Retirement Plan ,
Securities Exchange Act ,
Stock Options ,
Tax Cuts ,
Tax Deductions ,
Tax Exempt Entities ,
Tax Reform ,
Ways and Means Committee
Beginning in 2018, U.S. public companies will generally need to comply with the pay ratio disclosure rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires that each such company disclose the...more
10/2/2017
/ CEOs ,
Disclosure Requirements ,
Division of Corporate Finance ,
Dodd-Frank ,
Executive Compensation ,
Guidance Update ,
Independent Contractors ,
Leased Employees ,
Median Employee ,
Pay Ratio ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Wall Street
Here is our annual list of hot topics for the boardroom in the coming year:
Corporate strategy: Oversee the development of the corporate strategy in an increasingly uncertain and volatile world economy with new and more...more
In late April and early May, the National Credit Union Administration, Federal Deposit Insurance Corporation, Federal Housing Finance Agency, the Board of Governors of the Federal Reserve System, Officer of the Comptroller of...more
On March 28, 2016, the U.S. District Court for the District of Massachusetts in Sun Capital Partners III LP v. New England Teamsters & Trucking Industry Pension Fund, No. 10-10921 (D. Mass. 2016) delivered a surprising...more
If you read one thing...
- The IRS has issued new guidance on midyear changes to a safe harbor plan under Code Sections 401(k) and 401(m) that addresses the requirement that plan provisions generally must remain in...more
On August 5, 2015, the Securities and Exchange Commission (SEC) voted 3-2 to approve its controversial pay ratio rules. The rules were adopted pursuant to the mandate of Section 953(b)(1) of the Dodd-Frank Wall Street Reform...more
8/13/2015
/ Covered Entities ,
Cross-Border ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Exemptions ,
Form 10-K ,
Pay Ratio ,
Privacy Laws ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Wages
On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) proposed new rules pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which, if adopted, would require national...more
7/10/2015
/ Clawbacks ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Form 10-K ,
Incentive Compensation ,
Listing Standards ,
Proposed Regulation ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) proposed new rules pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which, if adopted, would require national...more
7/8/2015
Apparently, about $1 million if you are the CEO of Johnson Controls, Inc. At least, that is one possible takeaway from the action of the board of directors of Johnson Controls with respect to the behavior of its CEO, Alex...more
The increasing cost of healthcare is a significant concern for companies that provide health care benefits to their employees. With certain key provisions of the Patient Protection and Affordable Care Act, more commonly known...more
On September 5, 2014, the Office of Chief Counsel, Internal Revenue Service (IRS) released an internal generic legal advice memorandum advising an IRS field agent that the statutorily provided “limited partner” exception to...more
In February 2014, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance updated Section 9520 of its Financial Reporting Manual. Section 9520 is part of Topic 9, which provides guidance for...more
The boards of all public companies should consider adopting a forum selection bylaw, if they have not already put one in place. The purpose of such a provision is to designate an exclusive venue for stockholder derivative...more
Bill Ackman’s public disclosure earlier this year of confidential JC Penney board deliberations not only outraged his fellow directors but also stunned the corporate community. His actions, however, were not without...more
Shareholder activism is on the rise. Through the first three quarters of 2013, activist investors submitted 91 initial Schedule 13D filings, well on pace to eclipse the 109 filings made in all of 2012. In addition, proxy...more
In addition to heightened focus on director tenure, companies are facing increasing pressure to diversify their boards. The SEC requires companies to disclose whether and how the board or nominating committee considers...more
The Wall Street Journal recently highlighted director tenure in an article titled “The 40-Year Club: America’s Longest Serving Directors.” While the article noted that fewer than 30 public company directors have at least 40...more