Executive Compensation

News & Analysis as of

"Key Takeaways: Corporate Governance Series — Key Trends in Executive Compensation, Employment Law and Compensation Committee...

On February 28, 2017, Skadden hosted a webinar titled “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The Skadden panelists were labor and employment law partner David Schwartz,...more

Blog: Just As The U.S. Seeks To Roll Back Regulations, The European Parliament Adopts New Corporate Governance Rules

Just when the U.S. is looking at how to roll back its regulations on corporations (among others), the rest of the world seems to be headed in the opposite direction. On Tuesday, the EU Parliament approved a Shareholder...more

Blog: Blackrock Sets Its Priorities For Board Engagement

Asset management firm BlackRock (reportedly the largest, with $5.1 trillion under management) has identified its “Investment Stewardship” priorities for 2017-2018, intended to help companies prepare for engaging with...more

Blog: SEC Committee Discusses Multi-Class Common

An interesting topic of discussion at a meeting last week of the SEC’s Investor Advisory Committee was “unequal voting rights of common stock” — the trend over the last decade (plus) for a small number of IPO companies,...more

Corporate Law & Governance Update - March 2017

Executive Compensation Developments - The general counsel should anticipate questions from the board and its executive compensation committee from recent media coverage of executive compensation (especially in the...more

House Republican Health Care Bill: Good News for Health Insurance Executives

An Affordable Care Act (ACA) provision that is often-overlooked by the media, but has impacted the ability of insurers and their non-insurance related entities, in their role as employers, to take tax deductions for certain...more

Conflict Minerals Rule and Pay Ratio Rule… Are Changes Forthcoming?

Conflict Minerals Rule - Acting SEC Chairman Michael S. Piwowar issued a statement on January 31, 2017 directing the SEC staff to reconsider whether the 2014 Guidance is still appropriate and whether any additional...more

Court Allows Retired President to Pursue Claim of Contract for Lifetime Pay and Benefits Against University

On February 7, 2017, the U.S. District Court for the Eastern District of Kentucky ordered that the former President of the University of the Cumberlands, Dr. James Taylor, may proceed on his claims that the University failed...more

Five Employment Issues Under the New Administration That Financial Services Employers Should Monitor

Employers in the financial services industry should diligently monitor upcoming changes under the Trump administration. Although it is unlikely that that President Donald J. Trump will “dismantle” the Dodd-Frank Wall Street...more

Executive Compensation and Benefits Alert: Nuisance Plaintiffs Pursue Novel Theories to Exact Section 16 Settlements

The so-called “short-swing profit rule” under Securities Exchange Act Section 16(b) generally prohibits officers and directors as well as 10 percent shareholders of a U.S. public company from profiting from any purchase or...more

Labor and Employment Regulations Potentially Affected by Trump Regulatory Freeze

The Trump administration's "Regulatory Freeze Pending Review" (Freeze Memo) instructs the heads of federal executive departments and agencies to send no regulation to the Office of Federal Register (OFR) until a presidential...more

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

The Demise of Pay Ratio Disclosures?

Dating back to their adoption in August 2015, as mandated by Dodd-Frank’s Section 953(b), the pay ratio rules have led a strange existence. For a while, companies generally ignored them because their effective date was so far...more

Reconsider the Ratio: SEC Acting Chair Calls Pay Ratio Rule into Question

Acting Chairman of the Securities and Exchange Commission Michael Piwowar recently told Bloomberg in an interview that, pending confirmation of President Trump’s successor for chair of the SEC, the commission was “not going...more

SEC to Reconsider the Pay Ratio Rule

On February 6, 2017, the SEC’s Acting Chairman, Michael S. Piwowar, issued a public statement requesting detailed comments on any “unexpected challenges” faced by issuers preparing to comply with the pay ratio disclosure rule...more

Latest EU Report on High Earners Published

The European Banking Authority published a Report on high earners using data accumulated as at the end of 2015. The Capital Requirements Directive, as amended, imposes compensation requirements on banks for staff who are...more

IRS Updates Golden Parachute Audit Guide

This is our first of many alerts during 2017 as the new administration signals the rollback of many regulations (e.g., fiduciary rules and pay ratio). We will keep you posted. In January 2017, the Internal Revenue...more

"Trump’s Proposed Changes to Tax, Dodd-Frank, DOL Could Impact Executive Compensation"

President Donald Trump’s campaign proposals included changes to tax rates and a promise to repeal the Dodd-Frank Act. If enacted, these proposals could have a significant impact on the way businesses handle executive...more

SEC to Reconsider Implementation of Pay Ratio Rule

Following on the heels of its announcement to reconsider implementation of the conflict minerals rule, SEC Acting Chairman Michael S. Piwowar has announced his intention to conduct a review of the Dodd-Frank pay ratio rule....more

Blog: Dodd-Frank Pay-Ratio Disclosure Rules To Be Reconsidered — Pencils Down For Now?

Today, Acting SEC Chair Michael Piwowar issued yet another statement directing the Corp Fin staff to revisit the pay-ratio disclosure rules. Of the non-bank related mandates imposed by Dodd-Frank, disclosures regarding...more

"Directors Must Navigate Challenges of Shareholder-Centric Paradigm"

The corporate governance landscape has become more complicated, making it more difficult for directors to manage the often inconsistent demands of multiple constituencies while pursuing the fundamental fiduciary obligation to...more

SEC/SRO Update: New Governance Focus—Director Compensation; The Time Is Now... Check Your Severance Agreements

The corporate governance focus has traditionally been on executive compensation, rather than on director compensation. Compensation Discussion and Analysis and executive compensation tables in proxy statements, say-on-pay...more

French Legal and Regulatory Update – December 2016

The Paris office of Hogan Lovells is pleased to provide this English language edition of our monthly e-newsletter, which offers a legal and regulatory update covering France and Europe for December 2016. Please see full...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

Securities and Governance Updates – January 2017

As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this first edition of our Securities & Governance Bulletin. This resource is designed to keep executives, corporate...more

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