Business Organization, Securities Law, Labor & Employment Law

NYSE and NASDAQ Compensation Committee Adviser Independence Rules Effective July 1, 2013

by Ali Fawaz, Joshua Miller | Proskauer - ERISA Practice Center on 5/22/2013

Publicly traded companies are reminded of the approaching deadline for compliance with certain of the SEC-approved final amendments of the NYSE and Nasdaq stock exchange listing rules governing compensation committee...more

Swiss Voters Approve “Against the Rip-Off” Referendum Restricting Corporate Compensation

by Celia Joseph | Fisher & Phillips LLP on 5/15/2013

On March 3, 2013, voters in Switzerland approved a referendum providing one of the world’s most onerous restrictions regarding executive compensation. The referendum entitled, “Eidgenössische Volksinitiative ‘gegen die...more

New Disclosure Requirements for Massachusetts Pension Investments

by Ropes & Gray LLP on 4/29/2013

The Commonwealth of Massachusetts has started implementing pension reform legislation enacted in 2011 that imposes demanding contracting and disclosure requirements on state and local pension fund boards. The new pension fund...more

Skadden, Arps, Slate, Meagher & Flom LLP

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

by Michael R. Bergmann, Kristin M. Davis, Berit R. Freeman, Neil M. Leff, Barbara R. Mirza, Alessandra K. Murata, Timothy Nelson, Regina Olshan, David C. Olstein, Erica Schohn, more +Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 4/26/2013

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

What Every Private Equity Fund Manager Should Know About ERISA

by The R. Bernard Law Group on 4/26/2013

What is ERISA? The Employee Retirement Income Security Act of 1974 (“ERISA”) protects the interests of employee benefit plan participants by establishing strict standards of conduct for “plan fiduciaries” – i.e.,...more

Using the Privilege: Fifth Amendment Fundamentals for Corporations

by Jonathan Cavalier, Hayes Hunt | Cozen O'Connor on 4/24/2013

Most in-house lawyers, if they're fortunate, haven't bumped up against the Fifth Amendment and its related issues since the bar exam. After all, the so-called "nickel" typically arises solely in the criminal context, and...more

A Cautionary Tale Under Code § 409A: Case Evidences IRS' Willingness To Seek 409A Penalties For Discount Options

by Janet Lowder | Womble Carlyle Sandridge & Rice, PLLC on 4/22/2013

The United States Court of Federal Claims recently issued an opinion confirming that § 409A of the Internal Revenue Code of 1986 applies in the context of discount stock options. The case, Sutardja v. United States, is one of...more

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4...more

What is an 83(b) election and how and when should I make one?

by The R. Bernard Law Group on 4/15/2013

When an employee or service provider receives stock that is subject to vesting, they should immediately consider how that stock might be treated under Section 83 of the Internal Revenue Code. Stock grants subject to Section...more

Court Dismisses Another Say-On-Pay Disclosure Case

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 4/9/2013

The District Court for the Northeastern District of Illinois recently granted a Rule 12(b)(6) motion to dismiss an action styled Noble v. AAR Corp. The plaintiff alleged that the company failed to provide adequate...more

Corporate and Financial Weekly Digest - April 5, 2013

by Katten Muchin Rosenman LLP on 4/8/2013

In this issue: - SEC Advisory Committee on Small and Emerging Companies Makes Recommendations - SEC Provides Guidance Regarding Social Media and Regulation Fair Disclosure (Regulation FD) - SEC Amends...more

The Season for ESOP Valuation Updates

by Caryn McNeill | Smith, Anderson, Blount, Dorsett, Mitchell &... on 4/4/2013

“In the spring a young man’s fancy lightly turns to thoughts of … [ESOP updates]?” With apologies to Tennyson, this is the time of year when trustees of Employee Stock Ownership Plans, or “ESOPs,” begin to receive and...more

Anti-Corruption Compliance Check-Ups

by Michael Volkov on 3/11/2013

The Justice Department’s message is getting through. The two-fisted strategy of aggressive enforcement and public cajoling on the importance of compliance is being heard by the business community. The Justice Department and...more

Third Circuit Reinforces Limits to Directors' Exposure for Misconduct by Corporate Employees

by John Stigi | Sheppard Mullin Richter & Hampton LLP on 3/8/2013

In Belmont v. MB Investment Partners, Inc., No. 12-1580, 2013 WL 646344 (3d Cir. Feb. 22, 2013), the United States Court of Appeals for the Third Circuit held that a mere failure by corporate directors to oversee enforcement...more

SEC Commissioner Emphasizes the Need for Robust Proxy Disclosure

by Paul S. Lawler | Holland & Knight LLP on 3/5/2013

On February 20, 2013, SEC Commissioner Luis A. Aguilar delivered a speech regarding the need for more robust disclosure in proxy statements and highlighted areas in which disclosure can be substantially improved....more

SEC Commissioner Gives Speech On Proxy Disclosure

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 3/1/2013

SEC Commissioner Luis A. Aguilar recently gave a speech setting forth his views on proxy disclosure. Some of the more interesting points were...more

SEC Approves New Corporate Governance Listing Standards for Compensation Committees and Advisers

by Christina Chan, Ryan York | Davis Wright Tremaine LLP on 2/28/2013

On Jan. 11, 2013, the Securities and Exchange Commission (the “SEC”) approved amended corporate governance listing standards for the New York Stock Exchange (the “NYSE”) and the Nasdaq Stock Market (the “Nasdaq”). The amended...more

UK Government Publishes Proposals for Changes to Law on Share Buy Backs

by Gemma Goodhead, Iain Wright | Morgan Lewis on 2/27/2013

Proposals aim to help companies make greater use of employee share schemes and equity arrangements. On 15 February, the UK Government published its response to its consultation on the share buy back recommendations made...more

UK Government Proposals to Change the Share Buyback Regime

by Sean Geraghty, Rhodri Owen | Dechert LLP on 2/27/2013

On 15 February 2013, the government published a set of proposals relating to the implementation of the Nuttall Review’s recommendations on share buybacks. The changes are designed to reduce the barriers that disincentivise...more

Small Business Securities Bulletin - Smaller Reporting Companies Become Subject to Say-on-Pay in 2013; New Iran/Terrorism...

by Penny Somer Greif | Ober|Kaler on 2/25/2013

A periodic bulletin keeping small businesses informed about current developments in securities law and related matters. For the first time, smaller reporting companies are subject, in 2013, to the stockholder advisory...more

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Business Organization › Securities Law › Labor & Employment Law