Compensation Agreements

News & Analysis as of

Acting the Part: Ontario Court of Appeal Clarifies Use of Future Conduct in Contractual Interpretation

On December 2, 2016, the Ontario Court of Appeal (Court) provided new guidance on the principles of contractual interpretation in the wake of the Supreme Court of Canada’s 2014 decision in Sattva Capital Corp. v. Creston Moly...more

DOL “Investment Advice” FAQs: Considerations for Investment Advisers, Broker-Dealers and Insurance Companies

The U.S. Department of Labor (DOL) issued in April 2016 the final version of its controversial “investment advice” regulation and various related exemptions (collectively, Final Rules), which are widely expected to have a...more

2016 Proskauer Annual Review and Outlook for Hedge Funds, Private Equity Funds and Other Private Funds

This special report provides a summary of some of the significant changes and developments that occurred in the past year in the private equity and hedge funds space, as well as certain recommended practices that investment...more

The DOL Issues “Investment Advice” FAQs – Continues to Try to Find an Ideal Balance for the Brave New Fiduciary World

The U.S. Department of Labor (the “DOL”) released its first set of FAQs (the “FAQs”) regarding the DOL’s recently finalized “investment advice” regulation and various related exemptions (collectively, the “Final Rules”) on...more

Financial Services Weekly News - November 2016

Editor's Note Voting Matters. Next week, we head to the polls to elect a new president of the United States and other government representatives. Voting is important because it allows registered citizens to cast their...more

Antitrust Authorities to Prosecute Criminally Anticompetitive Hiring and Compensation Agreements

The United States federal antitrust authorities announced last week that companies who have in place formal or informal hiring or compensation agreements with competitors may now face criminal prosecution. This is a notable...more

Financial Services Weekly News - October 2016 #2

Editor's Note - Never Satisfied. Despite the Securities and Exchange Commission’s announcement that, in its just completed fiscal year 2016, it filed a record 868 enforcement actions reprimanding misconduct by companies...more

New California Law Threatens To Destroy Plan Uniformity

Companies often include a choice of law provision in their equity and other compensation plans. Some companies include a choice of law in the award agreement, either in lieu of, or in addition to, the plan document. ...more

Rail Passenger Rights Extended from 1 October 2016

Introduction - On 6 September 2016, the UK government announced that the Consumer Rights Act 2015 (the Act) will apply in full to all mainline passenger rail services from 1 October 2016. This represents a...more

New Nasdaq Rule Requires Disclosure of Third Party Compensation of Directors and Nominees

Effective August 1, 2016, companies listed on Nasdaq are subject to a new rule requiring annual disclosure of the material terms of agreements or arrangements between directors or director nominees and third parties that...more

Compensation (Re)Design for Law Firms

The good people at Ark Group recently published a new book, “Compensation (Re)Design for Law Firms,” edited by Soo Darcy. I was invited to contribute a chapter, entitled “Incentivizing the New Normal.” As regular readers...more

SEC Approves Nasdaq Rule Requiring Disclosure of Third-Party Payments to Directors

New Nasdaq Rule 5250(b)(3) is a result of increased activist shareholder efforts to place representatives on public company boards of directors. During the past several years, activist shareholders have sought to nominate...more

SEC Approves NASDAQ “Golden Leash” Rules

Recently, the U.S. Securities and Exchange Commission (the “SEC”) approved NASDAQ’s new Rule 5250(b)(3), which requires NASDAQ-listed companies to publicly disclose any cash or non-cash payments made by third parties to any...more

Nasdaq Requires Listed Company Disclosure of Third Party Compensation Agreements with Directors and Nominees

Nasdaq has amended its listing rules to require listed companies to publicly disclose compensation or other payments by third parties to company directors or nominees for director. The new rule, which is designated as...more

SEC Examiners Focused on Fund Share Class Conflicts of Interest

OCIE recently published a Risk Alert announcing that it will examine the potential conflict of interest created by registered investment advisers being financially incentivized to recommend certain share classes to clients....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

Life and Annuity Series: Class Certified in an ERISA “Unreasonable Compensation” Case

The Colorado federal court concluded last summer, in Teets v. Great-West Life & Ann. Ins. Co., that an insurer could be subject to ERISA liability for receiving unreasonable compensation in connection with a stable value...more

Japan Patent Act Amendment: How to Compensate Inventors Now?

The most recent amendment to Japan's Patent Act, effective April 1, 2016, modifies the right of an employee inventor to "reasonable" compensation in response to calls for change from companies, but falls short of creating a...more

IRS Issues Regulations Affecting Compensation Arrangements at Tax-Exempt Organizations

On June 21, the IRS issued long awaited proposed regulations under Section 457 of the Internal Revenue Code that affect a broad range of compensation arrangements at tax exempt organizations. If a compensation arrangement is...more

TSX Proposes Mandated Website and Updated Equity Compensation Plan Disclosure Requirements

The Toronto Stock Exchange (TSX) has published for comment proposed amendments to the TSX Company Manual (Manual). If adopted, the amendments would, among other things, introduce mandated website disclosure for all TSX listed...more

Covered California Approves New Agent Compensation Standards

Covered California, the state’s Patient Protection and Affordable Care Act (PPACA) public exchange program, will now include greater detail with respect to payments made to insurance agents. The board of Covered California...more

First Circuit Approves Use of FWW Method for Pay That Varies Due to Performance-Based Commissions

The First Circuit Court of Appeals recently affirmed a lower court’s decision that an employer may use the fluctuating workweek method to calculate overtime pay rates even when an employee’s weekly pay varies because of...more

Affirming Common Sense: Appeals Court Rejects Plaintiff’s “Two Rights Make A Wrong” Theory Involving Fluctuating Workweek Method

The U.S. Court of Appeals for the First Circuit recently sided with an ever-increasing line of cases clarifying the type of payments that may be added to a fixed salary without violating the fluctuating workweek method...more

Another auto finance company agrees to change dealer compensation policy to settle ECOA claims alleged by CFPB and DOJ

The CFPB and Department of Justice (the “Agencies”) announced recently that they have entered into a settlement with Toyota Motor Credit Corporation (TMCC) to resolve charges that TMCC engaged in unlawful discrimination in...more

NASDAQ Proposes Rule Requiring Disclosure of “Golden Leash” Arrangements

On January 28, 2016, the NASDAQ Stock Market LLC proposed a change to its Listing Rules that, if implemented, would require NASDAQ-listed companies to publicly disclose so-called “golden leash” arrangements. “Golden leash”...more

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