Executive Compensation

News & Analysis as of

Preparation for 2015 Fiscal Year-End SEC Filings and 2016 Annual Shareholder Meetings

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Yahoo! Compensation Litigation – History May Not Repeat Itself but it Often Rhymes

The Delaware Court of Chancery has issued an opinion on a Section 220 demand made against Yahoo! No complaint has yet been filed, and although Vice Chancellor Laster speculates on some inferences that can be drawn, no one has...more

2016 Proxy Season Checklist – What You Need to Know

As we roll into a new year and a new public company reporting season, public companies should be aware of a number of rule changes and rulemakings, Securities and Exchange Commission (SEC) staff guidance, disclosure trends...more

FASB Updates for 2016 Financial Statements Could Impact Permissible Adjustments under Code Section 162(m)

IRC Section 162(m) provides that a public company may not deduct annual compensation paid to a “covered employee” in excess of $1,000,000 per year, other than certain “qualified performance-based compensation.” For these...more

ISS Publishes Updates to Its 2016 Executive Compensation Policies

On January 22nd, Institutional Shareholder Services Inc. (“ISS”) updated its Frequently Asked Questions for US Executive Compensation Policies and US Equity Compensation Plans. The original FAQs were published on December 18,...more

New rules on the block: SEC targets executive compensation

On July 1, 2015, the Securities and Exchange Commission, by a 3-2 vote, proposed new rules requiring public companies to “claw back” executive compensation mistakenly awarded due to accounting errors. The proposed rules –...more

Top 10 Topics for Directors in 2016: Executive Compensation

Executive and Director Compensation - Perennially in the spotlight, executive compensation will continue to be a hot topic for directors in 2016. But this year, due to the SEC’s active rulemaking in 2015, directors will...more

"No Gains, Just Pain: Increasingly Uncomfortable Taxation Environment for Private Equity Executives’ Compensation"

Arguing that their compensation should count as capital gains — since it derives from the appreciation in value of portfolio companies — private equity executives in Europe generally have been taxed under the more favorable...more

"Majority of Say-on-Golden-Parachute Votes Receive Shareholder Support"

Pursuant to the Dodd-Frank Act, Securities and Exchange Commission rules require companies seeking shareholder approval of a merger or acquisition to also hold a separate shareholder advisory vote on disclosed...more

Securities Law and Corporate Governance Developments: A Look Back at 2015 and a Preview of 2016

Initiatives by Congress, the Securities and Exchange Commission (SEC), activist shareholders, and federal and state courts from 2015 will reshape public company disclosure and policies, and offer new avenues for private...more

2016 Proxy Season: Strategically Preparing for the Upcoming Season

Strategically preparing for the 2016 Proxy Season by focusing on compensation, proxy disclosure, shareholder activism and proxy access will help companies put their best foot forward in their annual meetings say Latham &...more

"Director Compensation in the Spotlight"

Individuals serving on company boards of directors should carefully examine director compensation programs and decisions involving their own compensation following an April 30, 2015, ruling by the Delaware Court of Chancery....more

"SEC Moves to Complete Final Rules for Executive Compensation Disclosures"

Public companies should start preparing for the new executive compensation disclosures mandated by the Dodd-Frank Act as the Securities and Exchange Commission (SEC) moves to complete these rulemakings in the next year. The...more

2016 Proxy Season Field Guide

The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more

Employment Lawyers Quiz a Benefits Lawyer

One of our New Year’s resolutions here at the Navigator is to get better at understanding employee benefits issues. We run across them all the time, as do HR professionals and in-house counsel. We know we don’t have the...more

DOL and Treasury Update 2015-2016 Regulatory Agendas for Employee Benefits

The principal regulators of U.S. employee benefits have recently published updates to their guidance plans for the coming months. On November 19, 2015, the U.S. Department of Labor (DOL) updated its Semi-Annual...more

Regulations Limiting Executive Compensation and Administrative Costs of State-Funded Providers Upheld by Appellate Division,...

On December 30, 2015, the New York State Appellate Division, Second Department issued a decision in Agencies for Children’s Therapy Servs., Inc. v. N.Y. St. Dep’t of Health, upholding the regulations promulgated by the...more

SEC Adopts Pay Ratio Disclosure Rule

The SEC adopted a final rule in August of 2015 requiring companies to disclose the ratio of their CEOs’ compensation to that of the median compensation of their employees, which includes part-time, temporary and foreign...more

Employee Benefits & Executive Compensation Advisory: Staying on the Compliance Track: The 2015 Health Benefits Year in Review

In a year-end flurry of activity, Congress adopted major tax and spending legislation, which was signed into law on Friday, December 18 by President Obama. The legislation, called the Consolidated Appropriations Act, 2016...more

New ISS FAQs Issued for 2016

Companies that are gearing up for the 2016 proxy season will have the benefit of three sets of frequently asked questions released by Institutional Shareholder Services (ISS) on December 18, 2015 – one on proxy voting...more

IRS Issues New Guidance for Smaller Reporting Companies on CFO Compensation

In a recently released Chief Counsel Advice memorandum, the Internal Revenue Service (“IRS”) informally revised its guidance regarding which officers of “smaller reporting companies” (“SRCs”) should be considered “covered...more

IRS Releases Advice Addressing Section 162(m) and CFO Compensation of Smaller Reporting Companies

Section 162(m) of the Internal Revenue Code (Code) limits, subject to certain exceptions, a public company’s federal income tax deduction for compensation paid to any “covered employee” to $1 million in any taxable year. A...more

ISS Issues 2016 FAQs and Addresses Proxy Access

ISS has issued a U.S. Equity Compensation Plans FAQ, U.S. Executive Compensation Policies FAQ and a U.S. Policies and Procedures FAQ. Here is a rough comparison of the 2015 U.S. Compensation Policies FAQ to the 2016 U.S....more

"Planning for the 2016 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2016 annual meeting and reporting season. We have prepared a checklist of essential areas we believe companies should focus on as they plan for 2016, including...more

Recent CCM Provides that CFO of Small Reporting Companies May Be Subject to Code Section 162(m), Raises Questions for All Public...

Since 2007, public companies have generally relied on a position taken by the IRS in Notice 2007-49 that a “covered employee” for determining who is subject to the $1 million deductibility limitations of Code Section 162(m)...more

590 Results
|
View per page
Page: of 24

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×