Executive Compensation

News & Analysis as of

Governance & Securities Law Focus: Europe Edition Q3 2015

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Blog: Reputation Management Experts Advise How To Manage A Company’s Reputation In Light Of Pay-Ratio Disclosure

Even though pay-ratio disclosure will not need to appear in proxy statements before 2018, companies are still starting to fret about how their ratios will compare with their peers and whether an unseemly gap might be...more

The Challenge of Hiring Anti-Bribery Compliance Leaders

A few weeks ago I had the pleasure of meeting Maurice Gilbert, Managing Partner of Conselium Executive Search in Dallas. I have been a contributor to his other organization, Corporate Compliance Insights for quite some time,...more

Blog: It’s Deja Vu All Over Again: House Bill To Repeal Pay-Ratio Provision

On September 30, the House Financial Services Committee approved, by a vote of 32 to 25, H.R. 414, the Burdensome Data Collection Act, following committee consideration and a mark-up session. Given that the bill is only one...more

Dodd-Frank Executive Compensation Update: SEC Adopts CEO Pay Ratio Disclosure Rules

The Securities and Exchange Commission (SEC) recently adopted final rules implementing one of the last four remaining executive compensation requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. ...more

Securities and Governance Update: October 2015 Update

This summer, the SEC proposed a new clawback rule (Proposed Rule 10D-1) to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank). Section 954 of Dodd-Frank added a new...more

Blog: Is TSR Really The Best Performance Metric?

While TSR (total shareholder return) is increasingly used a performance metric for executive compensation, a study by Cornell University and Pearl Meyer, an executive compensation consultant, showed no real correlation to...more

Employee Benefits Developments - September 2015

IRS Issues New Draft Form 1095-C and Instructions. On August 6, 2015, the IRS published its most recent updates to Form 1095-C and the instructions for Forms 1094-C and 1095-C. Beginning in early 2016, applicable large...more

SEC Adopts Pay Ratio Rule

The US Securities and Exchange Commission (SEC) has adopted a final rule to implement the requirement of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank) that public...more

FAR Thresholds Adjusted for Inflation

Under a final rule effective October 1, 2015, acquisition-related dollar thresholds in the Federal Acquisition Regulation (“FAR”) will be adjusted for inflation. Government contractors should be aware of these inflationary...more

Top Takeaways from the SEC's New Pay Ratio Disclosure Rules

On August 5, the Securities and Exchange Commission (“SEC”) adopted final rules requiring most public companies to make pay ratio disclosures pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act. The...more

Where In The World Is An Issuer’s Home Country?

The Securities and Exchange Commission’s proposed rules setting listing standards for recovery of erroneously awarded compensation would allow exchanges to permit foreign private issuers to forgo recovery as impracticable if...more

IRS Takes First Steps Towards Revamping Qualified Plan Determination Letters

Action Item: The IRS has taken the first steps towards what is likely to be the end of the determination letter program for individually designed qualified plans. The determination letter has been the cornerstone of...more

FAQs on the SEC’s Proposed Clawback Rule

On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) proposed a rule directing national securities exchanges and associations to establish listing standards that require public companies to adopt and enforce a...more

The Fundamental Distinction Overlooked By The SEC

Yesterday marked the close of the comment period on the SEC’s proposed incentive compensation clawback rules.  You can read my comments here.  The proposed rules are fundamentally flawed because the SEC failed to recognize...more

Blog: Do Stock Options Affect Consumer Safety?

Yes, according to a new study, “Throwing Caution to the Wind: The Effect of C.E.O. Stock Option Pay on the Incidence of Product Safety Problems,” from the University of Notre Dame, as reported in this NYT column by Gretchen...more

This Week In Securities Litigation

In a burst of post-Labor Day energy, the SEC filed a number of significant actions. Those include a series of actions arising out of the audit failure by BDO; actions centered on a financial fraud at an on-line lender; cases...more

What's Driving Record M&A Activity — And Will It Continue?

Corporate America just can't spend its hoarded piles of cash savings fast enough. Climbing out of the deep hole of the most recent recession, big corporate America is now fast and furiously looking for ways to spend its cash...more

Employee Benefits Alert - August 2015

Retirement Plans - IRS Issues Guidance on Benefit Suspension Voting under MPRA - As we have written in prior alerts, the Multiemployer Pension Reform Act of 2014 (MPRA) permits trustees of financially troubled...more

SEC Proposes Rules to Broaden Executive Compensation “Clawback” Policies Required by Dodd-Frank

In an effort to increase executive accountability and promote higher quality financial reporting, the Securities and Exchange Commission (the “SEC”) issued proposed Rule 10D-1 for comment on July 1, 2015. The SEC issued the...more

Good News for Compensation Committees

With executive compensation under fire from seemingly all directions these days, it’s nice to get some good news occasionally. In this case, that news comes via the Delaware Chancery Court’s recent decision in Friedman v....more

Final Section 162(m) Regulations Clarify Exceptions to $1 Million Deduction Limit

Section 162(m) of the Internal Revenue Code ("Section 162(m)") limits the tax deduction that a publicly held corporation may take with respect to compensation paid to each of the corporation's chief executive officer and its...more

Pay-Ratio Rules Are Final—Could Banks Feel the Impact?

Why it matters - In a split vote, the Securities and Exchange Commission (SEC) adopted a final rule requiring public companies to disclose the "pay ratio" between the chief executive officer's (CEO) annual total...more

Employee Benefits Developments August 2015

Certain Closely Held For-Profit Employers Need Not Provide Women’s Contraceptive Services. Under the ACA, non-grandfathered group health plans must cover specified preventive services, including certain women’s preventive...more

Dodd-Frank and Executive Compensation — Where Are We Now?

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) became federal law on July 21, 2010 to provide safeguards for consumers and increase transparency in the U.S. capital markets in response to public...more

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