Executive Compensation

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

PCAOB, Auditors And Executive Compensation

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 5/9/2013

The Public Company Accounting Oversight Board, or PCAOB, has reproposed a new auditing standard, Related Parties, and certain other amendments to its standards. Overall, the reproposal is directed at detecting material...more

First Deadline Approaching for NYSE and Nasdaq Listed Companies to Comply with New Compensation Committee Rules

by Paul Bork, Dean Hanley | Foley Hoag LLP on 5/9/2013

As noted in our Securities Alert dated October 9, 2012, the New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) proposed rule changes to their respective listing standards affecting public company boards of...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Exempt and Nonprofit Organizations Alert: IRS Addresses UBTI and Executive Compensation Issues"

by Fred T. Goldberg, Jr., Daniel Kurtz, Vivienne LaBorde, Emily Lam, J.J. Harwayne Leitner, Coleen McGrath, David O'Connell, Sarah Paul | Skadden, Arps, Slate, Meagher & Flom LLP on 5/8/2013

IRS Addresses Issues of Unrelated Business Taxable Income and Executive Compensation in Colleges and Universities Compliance Project Report - On April 25, 2013, the Internal Revenue Service (IRS) released its Final...more

IRS Issues Final Report on Colleges and Universities Compliance Project

by Edward Chaney, Matthew Elkin, Kimberly Eney, Alexander Reid, Celia Roady, Caroline Waldner | Morgan Lewis on 5/6/2013

Report offers lessons for many tax-exempt organizations on unrelated business taxable income and executive compensation....more

Resources To Update Comp Committee Charter Requirements By July 1

by Ethan Mark | Leonard, Street and Deinard - Dodd-Frank and... on 5/3/2013

As most listed public companies know, as a result of the Dodd-Frank Act, the stock exchanges have adopted rules regarding the independence of compensation committees and their advisers. NASDAQ and the NYSE require the first...more

IRS Issues Wake Up Call to Colleges and Universities — Congress to Hold Hearings

by Jacob Friedman | Proskauer - Not for Profit/Exempt... on 5/3/2013

The IRS released its Final Report on its five year study of the audit results of colleges and universities. Lois G. Lerner, Director of the Exempt Organizations division of the IRS announced the “long awaited” posting of the...more

IRS Releases Final Report on Nonprofit Colleges and Universities Compliance Project: UBIT and Executive Compensation Lessons for...

by George Constantine, Matthew Journy, Margaret C. Rohlfing, Jeffrey S. Tenenbaum, Yosef Ziffer | Venable LLP on 5/3/2013

In October 2008, the Internal Revenue Service (the “IRS”) began work on the Nonprofit Colleges and Universities Compliance Project (the “Project”). The IRS sent out an initial compliance questionnaire to over 400 tax-exempt...more

IRS Releases Final Colleges and Universities Compliance Report: Reveals Significant Underreporting

by Richard Frazier, Elizabeth Mullen | Saul Ewing LLP on 5/1/2013

A recent report of the IRS’ Exempt Organizations (EO) division provides the results of a multi-year audit of tax-exempt colleges and universities regarding their compliance with IRS reporting requirements. The report focuses...more

"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

Attacks on Proxy Statement Compensation Disclosure

by Lawrence D. Levin | Katten Muchin Rosenman LLP on 4/11/2013

Litigation challenging equity compensation exploded in 2012 and shows no signs of slowing, with a storm of lawsuits targeting Rule 10b5-1 trading plans threatening to strike for 2013 as well...more

New York State Agencies Again Revise Proposed Regulations Limiting Use of State Funds for Administrative Expenses and Executive...

by Edward Kornreich, Andrew Merten, Elizabeth Mills, Michael Sirkin | Proskauer Rose LLP on 4/9/2013

Implementing Executive Order 38 issued by Governor Cuomo early in 2012, thirteen New York State agencies have again released revised proposed regulations placing a limit on the funds that can be used for administrative...more

"Executive Compensation and Benefits Report: Proposed Regulations Highlight the Complexity of the $500,000 Deduction Limit for...

by Michael R. Bergmann, Sofie Bielen, 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 4/8/2013

On April 1, 2013, the Internal Revenue Service issued proposed regulations providing guidance on the $500,000 deduction limit for compensation paid by certain health insurance companies to their employees. Because of the...more

Delaware Federal Court Dismisses Say-on-Pay Complaint

by Eric S. Almon | Holland & Knight LLP on 4/3/2013

In a recent opinion, the United States District Court for the District of Delaware dismissed a derivative complaint brought as a result of a negative shareholder advisory vote on executive compensation. The court found that...more

Attacks on Proxy Statement Compensation Disclosure: An Update on the Gathering Storm

by Lawrence D. Levin, William M. Regan, Jennifer Ryan, Richard Zelichov | Katten Muchin Rosenman LLP on 3/27/2013

In this presentation: - Update January 15, 2013 Presentation. More investigation notices, more lawsuits filed, more decisions reached. Trends are becoming more apparent in hindsight. - Say-on-pay. -...more

An Unfair Fight: IRS Enforcement of Intermediate Sanctions and the Lessons Learned from Recent Tax Controversies

by Matthew Journy | Venable LLP on 3/18/2013

In this presentation: - Explain the consequences of excessive executive compensation - Discuss rebuttable presumption of reasonableness - Discuss recent IRS enforcement efforts Please see full...more

SEC Approves NYSE and NASDAQ Revised Listing Rules Regarding the Independence of Compensation Committees and Their Advisers

by Proskauer Rose LLP on 3/6/2013

Amendments to the stock exchange listing rules governing compensation committee independence were finalized recently, as the U.S. Securities and Exchange Commission (SEC), the New York Stock Exchange (NYSE) and the NASDAQ...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

NYSE and Nasdaq Adopt Listing Standards for Compensation Committees and Compensation Advisers

by Wilson Sonsini Goodrich & Rosati on 3/4/2013

Overview - Last month, the Securities and Exchange Commission (SEC) approved amendments to the listing standards of The New York Stock Exchange (NYSE) and The Nasdaq Stock Market (Nasdaq) to implement Rule 10C-1...more

Corporate and Financial Weekly Digest - March 1, 2013

by Katten Muchin Rosenman LLP on 3/4/2013

In this issue: - Recent SEC Speeches Focus on Investor Protection and Disclosure - SEC 2013 Examination Priorities - CFTC Revises Clearing Compliance Schedule for iTraxx CDS Indices - SEC Division...more

Open Season on Proxy Statements? Entrepreneurial Plaintiffs’ Lawyers Target Executive Compensation Disclosure

by Ropes & Gray LLP on 3/4/2013

As we enter the 2013 proxy season, companies should be aware of a new flavor of shareholder litigation. Some of the same firms that routinely attack M&A transactions have set their sights on a new target: attacking...more

Public Company Adviser - February 2013: New Listing Standards Affect Compensation Committees

by King & Spalding on 2/28/2013

In January 2013, the Securities and Exchange Commission approved new NYSE and Nasdaq listing standards addressing the independence of compensation committees and their advisers. In this edition of the Public Company...more

Government targets executive pay with proposed new disclosure requirements - Baker & McKenzie

by Ben McLaughlin, Michael Michalandos | Baker & McKenzie Australia on 2/28/2013

6 key amendments to remuneration reports - On 14 December 2012, Treasury released for consultation the next set of proposed reforms to Australia's executive remuneration framework. ...more

Preparation for 2012 Fiscal Year-End SEC Filings and 2013 Annual Shareholder Meetings

by Megan Gates, Pamela Greene | Mintz Levin - Corporate & Securities on 2/25/2013

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...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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