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Equity Compensation Alphabet Soup – ISO, NSO, RSA, RSU and more

Startups and public companies alike often use equity to help attract, retain and incentivize talented employees and other service providers. The different forms of awards have proliferated in the past several years, though,...more

Foreign LLCs Take Note: This Legislative Oversight May Affect You Too

Section 407 of the California Labor Code provides - Investments and the sale of stock or an interest in a business in connection with the securing of a position are illegal as against the public policy of the State and...more

SCOTUS Expands Sarbanes-Oxley to Include Contractors

In a stunning expansion of previously understood law, the Supreme Court held, on Tuesday, March 4, 2014, that the employees of a contractor to a publicly traded company may sue their employer for retaliation suffered as a...more

The Proxy Season Field Guide - Fourth Edition

In This Issue: Executive Summary; Chapter 1 - The Legislative And Regulatory Developments Shaping The Proxy Season; Chapter 2 Say-On-Pay; Chapter 3 Key Disclosure Considerations For Proxy Statements And Annual Reports;...more

Successful Strategies For Doing Business In Asia: Philippines

1. What role does the government of the Philippines play in approving and regulating foreign direct investment? The following Philippine government agencies are involved in approving and/or regulating foreign direct...more

"Executive Compensation: Avoiding Proxy Litigation and Say-on-Pay Pitfalls in 2014"

The spotlight on executive compensation further intensified during 2013, the third season under the Dodd-Frank Act’s “say-on-pay” rules, with the release of additional disclosure requirements and increased risks of...more

SEC proposed rules on CEO pay ratios: What employer benefits professionals need to know

On Sept. 18, 2013, the Securities Exchange Commission (“SEC”) issued long-awaited (and controversial) proposed rules regarding the disclosure of what is commonly referred to as the “CEO pay ratio.” This disclosure, which is...more

Executive Compensation and Employee Benefits Alert: IRS Filing and Reporting Requirements for ISO Exercises and ESPP Stock...

This alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to stock issued to employees (or former employees)...more

What’s New for the 2014 Proxy Season

Unlike in past years, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

Executive Compensation Considerations for 2014

Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more

Preparing for the 2014 Proxy Season - Process and Expectations

Annual Meeting Timeline: - Stockholder Proposals: ..Generally 120 days before the date on which the previous year’s proxy materials were mailed - Determine Proposal...more

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more

Dodd-Frank affects private companies too: practice points to note

The Dodd-Frank Act – signed by President Barack Obama more than three years ago, and since then advanced with a host of rules and regulations – has been widely viewed as a law that addresses systemic risk in the financial...more

Nasdaq Proposes Changes To Compensation Committee Independence Requirements

When implementing SEC Exchange Act Rule 10C-1 regarding the independence of compensation committee members, Nasdaq adopted a prohibition on the receipt of compensatory fees by compensation committee members, which is the same...more

Pay Ratio Rules: Practical Compliance Challenges

On July 21, 2010, in response to the financial crisis, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 was signed into law. In passing Dodd-Frank, legislators hoped to curb the risk-taking behaviors that...more

Deadline Looming for Comments on SEC Proposed Rules on CEO Pay Ratio Disclosure

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

ISS Announces Key 2014 Draft Policy Updates

On October 21, 2013, Institutional Shareholder Services (ISS), an influential proxy advisory firm, released three proposed updates to its Canadian proxy voting guidelines. The proposed updates relate to director overboarding,...more

ISS Publishes 2014 Draft Policy Changes; Comments Due by November 4, 2013

On October 21, 2013, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2014 proxy season (the “Draft Policies”). There are only two proposed updates for the US, neither of which...more

"ISS Opens Comment Period for 2014 Proxy Voting Policy Changes"

On October 21, 2013, Institutional Shareholder Services (ISS) issued draft policy changes for 2014 that, if adopted, would become effective for shareholder meetings taking place on or after February 1, 2014. ISS is soliciting...more

The Smaller Stuff Creates the Biggest Liability Pitfalls for 401(k) Plan Sponsors

When I was a kid, I had an Intellivision. For those people born after 1980, Intelliivision was video game console that had better graphics than an Atari 2600 but people didn’t buy. One of my favorite games on Intellivision...more

Executive Compensation and Employee Benefits Alert: Update on California's Additional Tax Relating to Noncompliant Deferred...

On October 4, 2013, California reduced the additional California state income taxes levied on deferred arrangements that violate Section 409A of the Internal Revenue Code. For taxable years beginning on January 1, 2013,...more

SEC Proposes Pay Ratio Disclosures

The Securities and Exchange Commission (SEC) has proposed rules under the Dodd-Frank Act to require public companies to disclose the ratio of the annual total compensation of their principal executive officer (PEO) to the...more

IRS Relies on Rule from 1800s to Justify Tax Preparer Regulations

IRS Relies on Rule from 1800s to Justify Tax Preparer Regulations by Joseph M. Donegan on October 9, 2013 The Internal Revenue Service is pulling out all the stops to support a set of proposed rules that would allow it...more

Proposed CEO Pay Ratio Disclosure Rules: Another Piece of the Dodd-Frank Puzzle

Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") requires certain public companies to disclose how the compensation of the company's chief executive officer ("CEO") compares to...more

SEC Proposes Rules for Pay Ratio Disclosure

At an open meeting on September 18, 2013, the Securities and Exchange Commission (SEC) approved for public comment proposed "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and...more

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