Equity Plans

News & Analysis as of

"Fairness of Director Awards Granted Under Market-Standard Equity Plans Comes Under Increased Scrutiny"

A Delaware court opinion issued late last week may subject equity grants to directors to increased judicial scrutiny (Calma v. Templeton, No. 9579-CB (Del. Ch. Apr. 30, 2015)). In Calma, the Chancery Court denied the...more

IRS Publishes Final Regulations Under Section 162(m)

On March 31, 2015, final regulations of Internal Revenue Code Section 162(m) were published. The final regulations clarify exceptions to the US$1 million annual limit on deductions allowable to publicly held corporations for...more

Share Plan changes tabled and diced

The Division 83A (employee share plan) amendments were tabled in Parliament yesterday, 25 March 2015, and include welcome improvements on the exposure draft released last January. Start-ups - Most of the changes...more

Companies Should Monitor Deferred Compensation Arrangements For Section 409A Compliance Purposes

Given the complexity of the rules under Section 409A of the Internal Revenue Code, which govern the timing and taxation of payments made under non-qualified deferred compensation arrangements (NDCAs), companies are encouraged...more

In Case You Missed It - Interesting Items for Corporate Counsel - March 2015

It's difficult to discern “trends” from reactions to date on proxy access proposals, but here are some data points: Three companies, including two on the NY Comptroller’s 75-company target list have adopted...more

ISS Releases Four Sets of FAQs, Glass Lewis Provides an Update, and FASB and IASB Make Certain Decisions Relevant to Equity...

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis have both released updates to their policies that outline how they will form recommendations to shareholders on how they should vote on governance,...more

"ISS Issues ‘Frequently Asked Questions’ Guidance for 2015"

As part of its ongoing rollout of its 2015 policy updates, Institutional Shareholder Services (ISS) has issued “Frequently Asked Questions” guidance with respect to both its 2015 Compensation Policies and its new equity plan...more

Developments & Predictions for the 2015 Proxy Season

In a January 2015 webcast, Latham & Watkins partners Jim Barrall, global Co-chair of the firm's Benefits and Compensation Practice, and Steven Stokdyk, global Co-chair of the firm's Public Company Representation Practice,...more

ISS Equity Plan Scorecard – First Results In

According to ISS, Emerson Electric (the Fergusson, Mo. – based electrical equipment manufacturer) was the first U.S. company to which ISS applied its new Equity Plan Scorecard policy....more

Corporate and Financial Weekly Digest - Volume X, Issue 5

In this issue: - SEC Advisory Committee on Small and Emerging Companies to Discuss “Accredited Investor” Definition - Glass Lewis Enhances its Pay-for-Performance and Equity Plan Models - SEC Issues New...more

ISS Publishes FAQs on Equity Plan Scorecard

On December 22, 2014, Institutional Shareholder Services Inc. (“ISS”) released a set of Frequently Asked Questions (“FAQs”) that explain ISS’s new approach to evaluating management equity compensation plan proposals1. ISS...more

ISS Releases FAQs on Equity Plan Scorecard and Independent Chair Policy

On December 22, 2014, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released 20 FAQs on its new Equity Plan Scorecard (EPSC) and nine FAQs on its updated Independent Chair Policy, each of which will...more

Corporate and Financial Weekly Digest - Volume X, Issue 1

In this issue: - SEC Proposes Rule Amendments to Implement JOBS Act Registration Thresholds - ISS Releases FAQs on Equity Plan Scorecard and Independent Chair Policy - FINRA Issues Annual Regulatory and...more

ISS Issues FAQs on Independent Chair Policy and Equity Plan Scorecard

ISS previously issued its 2015 policy updates. ISS has now issued FAQs on the independent chair policy and the Equity Plan Scorecard....more

ISS 2015 Proxy Voting Guidelines Include New "Scorecard" Evaluation Policy for Equity Plan Proposals

This month, Institutional Shareholder Services Inc. (ISS) issued its 2015 Proxy Voting Guidelines for the upcoming proxy season, which include the new "Equity Plan Scorecard." As stated by ISS in connection with its October...more

ISS Proposes New Methodology For Evaluating Equity Plan Proposals

A key component to evaluating whether to place an equity plan proposal in a proxy is whether or not ISS will support the plan. Accoding to ISS, while it has historically recommended against approximately 30 percent of equity...more

IRS Releases Highly Anticipated Cash Balance Plan Regulations

The U.S. Department of the Treasury (Treasury) and Internal Revenue Service (IRS) recently released long-awaited final regulations (the Final Regulations) with respect to market rates of return and related Pension Protection...more

ISS Publishes Results of Annual Global Voting Policy Survey

On September 29, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2014–2015 global voting policy survey. The survey, which, according to ISS, received more than 370...more

8 Legal To-Dos Before Your First Investment

So, you’re about to raise money for the first time. Good luck! Before you start approaching VC firms for pitch opportunities, though, be aware that investors typically expect a certain amount of organization and structure...more

ISS Introduces Equity Plan Data Verification Web Site for U.S. Companies

As a supplement to its existing QuickScore data verification portal, ISS has announced a new Equity Plan Data Verification portal. Equity Plan Data Verification will provide eligible companies with an opportunity to preview,...more

Executive Compensation Strategies to Build Your Company, Win New Business & Develop a Strategic Exit Plan

In this presentation: - Determine Appropriate “Starting Point” - Universe of Incentive Plans - Equity Linked vs. Equity Ownership Plans - Win New Business In An LPTA Environment -...more

ISS’ FAQs on Equity Plan Data Verification – Roadmap for Proxy Statement Disclosures

If you have a proposal to adopt or amend the company’s equity plan in the proxy statement that you file with the SEC after September 8, 2014, then you can use a new data verification portal recently launched by Institutional...more

Corporate and Financial Weekly Digest - Volume IX, Issue 33

In this issue: - ISS Launches New Equity Plan Data Verification Portal - ISDA Publishes Protocol for 2014 Credit Derivatives Definitions - FinCEN Issues Advisories for US Financial Institutions -...more

Canadian Coalition For Good Governance Releases 2013 Executive Compensation Principles

The Canadian Coalition for Good Governance (“CCGG”) recently released its 2013 Executive Compensation Principles (the “2013 Principles”), replacing the previous version originally published in 2009. The original principles...more

Benefits of the Inducement Grant

The purpose of this post is to remind issuers that inducement grants do not require shareholder approval, so if they are used correctly, they can help to increase the life expectancy of the equity plan's share reserve....more

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