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An Analysis of Nasdaq’s “Golden Leash” Disclosure Rule

On July 1, 2016, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, Nasdaq’s new Rule 5250(b)(3), which requires Nasdaq-listed U.S. companies to publicly disclose any arrangements or agreements...more

SEC Approves NASDAQ’s Proposed Rule on Golden Leash Arrangements

On July 1, 2016, the SEC approved NASDAQ’s proposed Rule 5250(b)(3), as amended by Amendment No. 2 filed on June 30, 2016 (the “Final Rule”), requiring NASDAQ-listed companies to publicly disclose third-party compensation...more

Nasdaq Adopts “Golden Leash” Director Compensation Disclosure Requirement

The Nasdaq Stock Market LLC (Nasdaq) has adopted a new rule that will require each Nasdaq-listed company to publicly disclose compensation or other payments by third parties to any current director or nominee for director in...more

Proposed Changes to Section 409A are Welcome (for the Most Part)

The Internal Revenue Service recently issued proposed regulations under Section 409A of the Internal Revenue Code (“Section 409A”) in an effort to clarify and modify parts of the current final regulations (issued in 2007) and...more

Good News! New 409A Regulations (Yes, Really!) – Part 2: Taking (and Giving) Stock

On the TV show Futurama, the aged proprietor of the delivery company Planet Express, Professor Hubert J. Farnsworth, had a habit of entering a room where the other characters were gathered and sharing his trademark line,...more

Saudi Arabia Update - June 2016

Legal Developments - Vision 2030 introduces new Nitaqat - Earlier this year, the Deputy Crown Prince Mohammed bin Salman announced the new reform plan, Vision 2030, which expresses Saudi Arabia's long-term goals and...more

Modifications to Code Section 409A Regulations

On June 22, 2016, the Internal Revenue Service published proposed regulations under Internal Revenue Code Section 409A, which applies to non-qualified deferred compensation plans and arrangements. The proposed regulations are...more

The DOL’s New Fiduciary Rule: Capturing the Apparent Conflict at the “Moment of Rollover”

The US Department of Labor’s final fiduciary rule captures rollover, transfer and distribution recommendations to retirement investors. In essence, under the rule, a financial organization or adviser is acting as a fiduciary...more

Mind the (Pay) Gap: Investor Requests for Reports on Gender Pay Disparities Are on the Rise

According to media reports, this year several high-profile companies, including Apple, Facebook, and Intel, have received or responded to proposals from investors requesting shareholder votes on the issue of whether the...more

Structured Thoughts: News for the financial services community, Volume 7, Issue 6

Structured Notes Offered on an Agency Basis - In our last issue, we discussed the potential impact of the Department of Labor’s new rules on sales of structured products. In that article, we discussed some of the...more

More Egregious Aggregation Under ERISA in the Sun Capital Partners Case? The District Court Goes Down Yet Another Road

The recent opinion by the U.S. District Court for the District of Massachusetts on remand from the U.S. Court of Appeals for the First Circuit in the Sun Capital Partners case may be troubling to private equity funds and...more

Gender pay gap – a new frontier?

Stockholder proposals regarding gender pay equality have been proposed at several large companies during this year’s proxy season, particularly among technology companies....more

Citadel, a $24-Billion Hedge Fund, Seeks Whistleblower Status

Just a few months after announcing the first-ever award to an outside whistleblower, federal authorities may be on the verge of expanding the reach of whistleblower incentives even further. Last week, Citadel, the...more

In Case You Missed It: Launch Links - May 2016 #3

Some interesting links we found across the web this week: - Don’t Expect New Crowdfunding Rules to Create a Startup Boom - Equity crowdfunding went live this week under the SEC’s recent rulemaking, but many...more

Take Two: Incentive-Based Payment Arrangements Rule Reappears

For a second time, federal banking regulators are seeking comment on a jointly proposed rule that would impose restrictions on incentive-based pay arrangements....more

FASB modifies accounting rules for stock-based compensation

The Financial Accounting Standards Board (FASB) has issued Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation – Stock Compensation. ...more

New Proposed Rules on Curbing Wall Street Incentive Compensation

Six federal agencies (the "Agencies") consisting of: the Federal Deposit Insurance Corporation ("FDIC"), National Credit Union Administration ("NCUA"), Federal Housing Finance Agency ("FHFA"), Office of the Comptroller of the...more

Compensation and Benefits Insights – April 2016

Private Equity Funds Found Liable for Portfolio Company’s ERISA Withdrawal Liability - The most recent ruling in the ongoing Sun Capital Partners III, LP v. New England Teamsters and Trucking Industry Pension Fund case...more

Federal Regulator Issues Proposed Rule Aimed at Incentive Compensation Policies of Banking Organizations

On April 21, 2016, the National Credit Union Administration (collectively, with the Office of the Comptroller of the Currency, Treasury, Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation,...more

Surviving the Strife: How Start-Up Founders Can Ensure That Inevitable Friction and Departures Won't Sink the Company

History is all too often repeated when start-up founders fail to plan for when (not if) they don’t see eye-to-eye. Relationship breakdowns and messy founder departures are common root causes of start-up failures. Common...more

District Court Holds Private Equity Funds Jointly Liable for Portfolio Company's ERISA Withdrawal Liability

The U.S. District Court for the District of Massachusetts ruled on March 28, 2016 that two private equity funds were jointly and severally liable for the multiemployer pension plan withdrawal liability of their jointly-owned...more

Practical Advice for the Business Owner - Avoiding common mistakes when making incentive compensation grants to employees

Incentive compensation (e.g., stock options, restricted stock, bonus plans, phantom stock, stock appreciation rights, etc.) can be a very useful tool for aligning the incentives of employees and shareholders, as well as a...more

DOL issues final fiduciary rule and related exemptions

The final DOL fiduciary regulation (the Final Rule) and other guidance published by the DOL on April 8 will have a significant effect on those who provide investment advice and sell investment products and services to...more

Collective Investment Trusts as Retirement Plan Investment Options: Important Tax and ERISA Considerations [Video]

Nexsen Pruet tax and employee benefits attorney Sue Odom says retirement plan fees and expenses have been the “hot topic” for the past several years. We’ve seen increased regulation through disclosure requirements and...more

CFTC Announces $10 Million Whistleblower Award, Its Largest Award Yet

The Commodity Futures Trading Commission (“CFTC”) recently announced the largest ever award under its Whistleblower Program created by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The whistleblower...more

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