Executive Compensation

News & Analysis as of

IRS Provides Limited Section 162(m) Transition Relief for RSUs and Similar Equity-Based Awards

The Internal Revenue Service (IRS) recently issued final regulations under Section 162(m) of the Internal Revenue Code (Code). The final regulations are substantially similar to the proposed regulations issued by the IRS in...more

EXTRA! EXTRA! FASB Eliminates Extraordinary Items; Impact on Section 162(m) Plans

Public company incentive plans that are designed to comply with the "performance-based compensation" rules under Section 162(m) of the Internal Revenue Code often include language that permit the exclusion of certain events,...more

Locke Lord QuickStudy: IRS Clarifies Performance-Based Compensation Exception Under Code Section 162(m)

On March 31, 2015, the Internal Revenue Service (IRS) published final regulations under Section 162(m) of the Internal Revenue Code (the Code). Code Section 162(m) disallows a deduction by any publicly-held corporation for...more

Ensure Compliance with Final Regulations on Equity Awards

The Department of the Treasury has issued final regulations setting forth changes to the current regulations under Internal Revenue Code (Code) Section 162(m). Code Section 162(m) precludes a deduction by a public corporation...more

IRS Releases Amended Section 162(m) Regulations Clarifying How to Preserve the Deductibility of Certain Compensation for Public...

The Internal Revenue Service recently amended the regulations under Internal Revenue Code Section 162(m). Section 162(m) applies to publicly held companies and generally limits the tax deduction that a public company is...more

Section 162(m) Final Regulations Clarify Requirements for Exemptions to $1 Million Deduction Limitation

Section 162(m) generally limits to $1 million the amount that a public company can annually deduct with respect to remuneration paid to certain covered employees. This deduction limitation, however, does not apply to...more

Final IRS Regulations Under Section 162(m) Will Impact Transition Rule Applicable to Newly Public Companies

On March 31, 2015, the IRS issued final regulations under Section 162(m), the tax code provision which limits the deduction for compensation paid to certain public company executive officers. As signaled by the proposed...more

Chair White’s Testimony on SEC Initiatives

In testimony today, Chair White provided a brief update on various rulemaking initiatives. She noted that, in connection with the Dodd-Frank Act mandates, the Division of Corporation Finance continues to work to implement...more

Say-On-Pay Vote Did Not Create Disclosure Obligation

In Liang v. Berger, the plaintiff in a derivative action alleged the officers and directors of ARAID Pharmaceuticals failed to disclose material negative information about a drug under development in a timely manner. Among...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

SEC Proposes Hedging Policy Disclosure Rule

The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more

Mid-Cap Governance Roadshows Trending Upward

It has been interesting to watch the evolution of governance roadshows from relative obscurity only a few years ago to standard practice, at least among large-cap public companies. The catalyst was the early-2011 adoption of...more

Blog: Will The New Revenue Recognition Standard Wreak Havoc On Existing Executive Compensation Arrangements?

Compliance Week reports on the “tectonic shift” anticipated to result from implementation of FASB’s new revenue recognition standard and the impact of that shift on executive pay. ...more

Section 162(m) Compliance Alert

Compensation paid by a publicly-traded corporation to its Chief Executive Officer and three other highest compensated officers (other than the Principal Financial Officer) is generally not tax deductible to the extent the...more

Practical Considerations for Preparing Your 2015 CD&A

In anticipation of the upcoming 2015 proxy season, many companies are in the process of drafting their proxy statements. The compensation discussion and analysis (CD&A) section of the proxy statement has received a great...more

Infighting on Compensation Costs Law Firms Time and Money

Lately I’ve been spending a substantial amount of time working with law firm leaders on evaluating and redesigning — yes, substantially rewriting — partner compensation plans. As with many other categories of the law firm...more

Blog: Companies Take Clawbacks Into Their Own Hands — Ouch, Is It Always A Good Thing?

As Compliance Week reports, this study from PwC showed that many companies are adopting clawbacks related to their executive compensation arrangements, even before the SEC acts to implement the Dodd-Frank clawback provisions....more

What Price Love?

Apparently, about $1 million if you are the CEO of Johnson Controls, Inc. At least, that is one possible takeaway from the action of the board of directors of Johnson Controls with respect to the behavior of its CEO, Alex...more

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

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 party transactions,...more

Glass Lewis Enhances its Pay-for-Performance and Equity Plan Models

Glass Lewis, a leading proxy advisory firm, recently announced enhancements to the performance metrics used in both its US and Canadian pay-for-performance (PFP) models and its US equity plan model. The current Glass Lewis...more

ISS Posts FAQs on Compensation Policies

ISS has posted new FAQs on U.S. compensation policies. There are 104 FAQs spanning 43 pages. Given their breadth, they are difficult to summarize. But they cover topics ranging from say-on-pay, pay-for-performance...more

Governance & Securities Law Focus: Latin America Edition - February 2015

In this issue: - SEC and NYSE Developments - Noteworthy US Securities Law Litigation - Recent SEC/DOJ Enforcement Matters - Executive Compensation & Employee Benefits Developments -...more

Study Finds Executive Compensation Clawback Provisions Do Not Eliminate Possible Earnings Manipulation

Academics in Hong Kong have found that companies that have adopted executive compensation clawback provisions tend to substitute one type of earnings manipulation for another, and that this trend is more pronounced in...more

To Close or Not to Close: Tennessee Attorney General Weighs in on Hospital Bonuses and What Constitutes a Strategic Plan

On January 28, 2015, the Tennessee Attorney General ("Attorney General") issued a formal opinion ("Opinion") addressing whether Tennessee law permits "the board of a public hospital to meet in closed session to discuss...more

Governance & Securities Law Focus: Asia Edition, January 2015

In this issue: - Japan Releases Exposure Draft of New Corporate Governance Code - Launch of Shanghai-Hong Kong Stock Connect - SEC and NYSE Developments - Noteworthy US Securities Law Litigation...more

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