Executive Compensation

News & Analysis as of

The ERISA Litigation Newsletter - April 2014

This month we discuss the evolving case law on the issue of whether unpaid employer contributions due under a collective bargaining agreement can be viewed as plan assets such that the individuals who decide to withhold such...more

SEC Obtains Settlement for Violations of Registration Rules and “Layering”

The Securities and Exchange Commission recently announced a settlement with two brokerage firms and certain of their executives for improper compensation-sharing and “layering,” a strategy in which a trader places and later...more

Tax Alert: New Executive Compensation Regulations Clarify Timing of Taxation

The Internal Revenue Service recently published final regulations under Section 83 of the tax code. These regulations deal with the timing for taxation for grants of property (e.g., stock) that are subject to...more

Financial Regulatory Developments Focus - April 1, 2014

In this issue: - Derivatives - Bank Structure - Compensation - Regulatory Capital - Financial Services - Funds - Consumer Protection - Enforcement -...more

Employment Law 101: Bonuses

What counts as a bonus: There are a lot of ways to describe a bonus. For our purposes, a bonus includes any discretionary or non-discretionary payment or “compensation” to an employee outside of their regular hourly, salary,...more

Financial Regulatory Developments Focus - March 25, 2014

In this issue: - Derivatives - Compensation - Regulatory Capital - Financial Market Infrastructure - Funds Enforcement - Events Hearings - People - Excerpt from...more

Proxy Season Litigation Primer: Defending Shareholder Suits to Enjoin Annual Meetings for Allegedly Inadequate Disclosures...

Over the past few years, as plaintiffs have found it increasingly harder to succeed in “say-on-pay” litigation, another type of litigation over proxy disclosures has been on the rise. These cases are generally brought as...more

Camp Tax Reform Proposal Could Impact Executive Compensation

On February 26, 2014, U.S. House of Representatives Committee on Ways and Means Chairman Dave Camp (R-MI) released the proposed Tax Reform Act of 2014 (the Camp Proposal), which would simplify the Internal Revenue Code and...more

Raising Wages by Tightening the White-Collar Overtime Exemptions–The President’s Initiative

On Thursday, March 13, 2014, President Obama gave a short press conference and signed a Presidential Memorandum aimed at "updating and modernizing" overtime eligibility rules for white-collar workers. The Memorandum directs...more

Recent Developments and Trends for Exempt Organizations

2013 was something of a lost year for the Exempt Organizations (EO) Division of the IRS. In the spring, the Division was embroiled in a controversy involving the targeting of conservative advocacy groups that led to the...more

Tax Reform Proposal Takes Aim at Executive Compensation

On February 26, 2014, U.S. Congressman Dave Camp released a comprehensive tax reform proposal that includes several provisions intended to limit or restrict executive compensation. Congressman Camp’s proposal includes the...more

Proposed Tax Reform Bill Includes Momentous Changes to Executive Compensation Laws

The chairman of the U.S. House of Representatives' Committee on Ways and Means released a draft bill (the Tax Reform Act of 2014) on February 26, 2014, that would dramatically reform the Internal Revenue Code. Executive...more

Share-Based Compensation Update to SEC’s Financial Reporting Manual

In February 2014, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance updated Section 9520 of its Financial Reporting Manual. Section 9520 is part of Topic 9, which provides guidance for...more

"Executive Compensation and Benefits Alert: Ways and Means Tax Reform Bill Proposes Fundamental Changes to Executive Compensation"

House Ways and Means Committee Chairman David Camp (R-Mich.) has proposed a draft tax reform plan (the Proposal) containing sweeping changes to the Internal Revenue Code (the Code), including a number of major executive...more

Camp Goes All-In with Comprehensive Tax Plan: Highlights, Tax Reform Status and Impact on Taxpayers

On February 26, Representative Dave Camp (R-Mich.), chairman of the House Ways and Means Committee, released his much-awaited comprehensive tax reform plan (the “Camp Proposal”). That proposal seeks to cut marginal tax rates...more

Brownstein Trial Victory Provides Executive Compensation Plan Guidance

Brownstein Hyatt Farber Schreck attorneys and their client recently scored another trial victory. The outcome provides lessons for Brownstein’s clients that utilize variable compensation plans for their...more

Government Contracts Quarterly Update - February 2014

The Government Contracts Quarterly Update is published by BakerHostetler's government contracts practice group to inform our clients of the latest developments in federal government contracting. This update covers the...more

View From McDermott: Conflicting Review Standards in Executive Retirement Plan Benefit Claims—Is There Really a Difference?

Under the Employee Retirement Income Security Act, retirement plans generally come in two flavors – (i) retirement plans qualified under Section 401 of the Internal Revenue Code (the Code) and (ii) executive retirement plans,...more

Clawback Policies–What to Do?

Clawbacks have been around for more than a decade. - Beginning in 2002, Sarbanes-Oxley required CEOs and CFOs to reimburse incentive or equity compensation received or profits from the sale of company securities during...more

It’s The Most Wonderful Time (For 990 Filings) Of The Year

As the nation recovers from the latest series of winter storms, let the rise of temperatures serve as a reminder of the incoming season – tax filing season. For institutional non-profits such as colleges and universities,...more

How Recent Fiduciary Duty Cases Affect Advice To Directors And Officers Of Delaware And Texas Corporations

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

SEC Updates Guidance on Share-Based Compensation Disclosures in IPOs

On February 6, 2014, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) updated Section 9520 of its Financial Reporting Manual regarding share-based compensation disclosures in initial...more

The Proxy Season Field Guide - Fourth Edition

In This Issue: Executive Summary; Chapter 1 - The Legislative And Regulatory Developments Shaping The Proxy Season; Chapter 2 Say-On-Pay; Chapter 3 Key Disclosure Considerations For Proxy Statements And Annual Reports;...more

Nonprofit Revitalization Act Of 2013 -- Best Governance Practices Made Mandatory

On December 18, 2013 Governor Cuomo signed into law the Nonprofit Revitalization Act of 2013 (the “Revitalization Act”), Assembly Bill Number 8072; Chapter 549 of the Laws of 2013. Intended “to reduce unnecessary and...more

The New York Non-Profit Revitalization Act of 2013

Governor Cuomo signed New York's Non-Profit Revitalization Act of 2013 into law in December. Most of its provisions take effect July 1, 2014. The new law, which was designed to stimulate New York's not-for-profit industry,...more

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