News & Analysis as of

Equity Compensation

Another Reminder that Director Limits set forth in Equity Plans Allow Director Compensation to be Reviewed under the more Lenient...

Earlier this month, in In re Investors Bancorp, Inc. Stockholders Litigation, the Delaware Court of Chancery reiterated its view that placing a meaningful limit on director equity awards to be granted under a stockholder...more

M&A Watch: Court Questions Accelerated Vesting of Equity Compensation

by Shearman & Sterling LLP on

As we have previously reported, the Delaware Chancery Court recently dismissed the stockholder class action suit In re Columbia Pipeline Group, Inc. Stockholder Litigation, C.A. No. 12152-VCL (Del. Ch. Mar. 7, 2017),...more

Delaware Chancery Court Dismisses Suit Challenging Board Compensation Awards Under A Stockholder-Approved Compensation Plan

by Shearman & Sterling LLP on

On April 5, 2017, Vice Chancellor Joseph R. Slights of the Delaware Court of Chancery granted defendants’ motion to dismiss a stockholder derivative suit against the directors of Investors Bancorp, Inc., which had asserted a...more

Court of Chancery Applies Ratification To Equity Grants Under Stockholder Approved Plan

by Morris James LLP on

Stockholder approval of an equity compensation plan may or may not constitute ratification over awards to the directors under the plan. When it does, the Court of Chancery will review challenges under the business judgment...more

Senate Banking Committee Focused on Deregulation

by Dorsey & Whitney LLP on

On March 9, 2017, the Senate Banking Committee passed a series of four bills focused on deregulation, including one that would make it easier for privately held companies to issue stock awards through equity compensation...more

DSU Plans Require Careful Review to Avoid Adverse U.S. Tax Treatment

by Dorsey & Whitney LLP on

A Canadian company is planning to adopt a deferred share unit plan (DSU plan) for its directors. Only one or two of its directors are U.S. citizens or U.S. residents (“U.S. Directors”). With only one or two U.S. Directors,...more

2017 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

As an early step in preparing for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis...more

"Avoiding an ISS Negative Recommendation: Considerations for Companies Seeking Shareholder Approval of Equity Incentive Plan...

As the 2017 proxy season approaches, companies may be preparing to solicit shareholder approval for a new, or an amendment to an existing, equity incentive plan. In doing so, companies should keep in mind the positions of...more

In Case You Missed It: Launch Links - January, 2017

by WilmerHale on

Some interesting links we found across the web this week: Some Tweaks to Build Employee Loyalty - Job hopping is the new normal for many startup employees, but turnover can hurt morale and company culture....more

Tips for Seeking Shareholder Approval of Equity Benefit Plans

Most public companies regularly submit equity benefit plans to their shareholders for approval. As a general rule, both NYSE and Nasdaq require that every new benefit plan, and any material amendment to an existing plan, be...more

ISS Provides Updated Compensation Plan and Executive Compensation FAQs

ISS has updated its equity compensation plan FAQs. New and materially updated questions include: - If a company grants performance-based awards, how will the shares be counted for the purposes of calculating burn...more

ISS Updates Proxy Voting Guidelines for 2017

by Bryan Cave on

Last month, Institutional Shareholder Services (ISS) published updates to its proxy voting guidelines effective for meetings on or after February 1, 2017. Key compensation-related changes include the following...more

2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

by Bennett Jones LLP on

Institutional Shareholder Services (ISS) and Glass, Lewis & Co (Glass Lewis) have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2017 proxy season. The ISS updates apply to...more

2016 End of Year Plan Sponsor “To Do” List (Part 1) Executive Compensation

by Snell & Wilmer on

As 2016 comes to an end, we are pleased to present you with our traditional End of Year Plan Sponsor “To Do” Lists. Like last year, we are presenting our “To Do” Lists in three separate Employee Benefits Updates. Part 1 of...more

Countries at a Glance: Ireland - Employee Stock Purchase Plans

by White & Case LLP on

EMPLOYEE STOCK PURCHASE PLANS - EMPLOYEE STOCK PURCHASE PLANS: EMPLOYMENT - Labor Concerns - Employee entitlement claims are becoming increasingly common. Employees frequently seek compensation for loss of...more

Countries at a Glance: India - Employee Stock Purchase Plans

by White & Case LLP on

EMPLOYEE STOCK PURCHASE PLANS - EMPLOYEE STOCK PURCHASE PLANS: EMPLOYMENT - Labor Concerns - There is a risk that benefits under a stock purchase plan could be viewed as a part of the employee's salary and...more

Countries at a Glance: Hong Kong - Employee Stock Purchase Plans

by White & Case LLP on

EMPLOYEE STOCK PURCHASE PLANS - EMPLOYEE STOCK PURCHASE PLANS: EMPLOYMENT - Labor Concerns - Employee rights to receive Plan benefits after termination are not restricted by law. However, as a precaution,...more

Countries at a Glance: France - Employee Stock Purchase Plans

by White & Case LLP on

EMPLOYEE STOCK PURCHASE PLANS - EMPLOYEE STOCK PURCHASE PLANS: EMPLOYMENT - Labor Concerns - To reduce the risk of potential claims from employees that they have entitlements under Plans, Plans should be...more

Countries at a Glance: United Kingdom - Employee Stock Purchase Plans

by White & Case LLP on

EMPLOYEE STOCK PURCHASE PLANS - EMPLOYEE STOCK PURCHASE PLANS: EMPLOYMENT - Labor Concerns - Appropriate language should be included in enrolment forms stating that the employee has no rights to compensation...more

Countries at a Glance: Italy - Employee Stock Purchase Plans

by White & Case LLP on

EMPLOYEE STOCK PURCHASE PLANS - EMPLOYEE STOCK PURCHASE PLANS: EMPLOYMENT - Labor Concerns - It is becoming more common for employees to claim they have entitlements under Plans. The risk of employee claims for...more

Countries at a Glance: China - Employee Stock Purchase Plans

by White & Case LLP on

EMPLOYEE STOCK PURCHASE PLANS - EMPLOYEE STOCK PURCHASE PLANS: EMPLOYMENT - Labor Concerns - The requirement that employers in China remunerate employees in cash only, rather than in negotiable securities, is...more

Countries at a Glance: Belgium - Employee Stock Purchase Plans

by White & Case LLP on

EMPLOYEE STOCK PURCHASE PLANS - EMPLOYEE STOCK PURCHASE PLANS: EMPLOYMENT - Labor Concerns - To reduce the risk of potential claims from employees that they have entitlements under a Plan, employees should...more

Countries at a Glance: Australia - Employee Stock Purchase Plans

by White & Case LLP on

EMPLOYEE STOCK PURCHASE PLANS - EMPLOYEE STOCK PURCHASE PLANS: EMPLOYMENT - Labor Concerns - Employees may have rights to additional vesting or other benefits under the Plan in cases of involuntary termination....more

Countries at a Glance: Germany - Employee Stock Purchase Plans

by White & Case LLP on

EMPLOYEE STOCK PURCHASE PLANS - EMPLOYEE STOCK PURCHASE PLANS: EMPLOYMENT - Labor Concerns - In order to reduce the risk of German employment law restrictions applying to purchase rights granted to German...more

Countries at a Glance: Canada - Employee Stock Purchase Plans

by White & Case LLP on

EMPLOYEE STOCK PURCHASE PLANS - EMPLOYEE STOCK PURCHASE PLANS: EMPLOYMENT - Labor Concerns - To reduce the risk of potential claims from employees that they have entitlements under a Plan, the Plan and related...more

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