News & Analysis as of

Executive Compensation Publicly-Traded Companies CEOs

A&O Shearman

Was the richest person in the world overpaid?

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Chancellor Kathleen McCormick of the Delaware Court of Chancery grappled with this question in a recent derivative lawsuit challenging Tesla’s performance-based equity award with a potential USD55.8 billion maximum value and...more

NAVEX

Renewed Focus on SOX 304 Compliance Stresses Need for Culture of Compliance, Executive Accountability

NAVEX on

The Department of Justice and the Securities and Exchange Commission have signaled in recent months that they have reinvigorated their focus on executive compensation claw backs, urging companies to adopt compensation...more

Husch Blackwell LLP

The SEC's Long-Delayed Dodd-Frank Pay-Versus-Performance Disclosure Requirements Have Finally Arrived

Husch Blackwell LLP on

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted the pay-versus-performance disclosure requirements that had been in the works for years. The SEC originally proposed pay versus performance rules...more

BakerHostetler

SEC Adopts Dodd-Frank Act Pay-Versus-Performance Rules

BakerHostetler on

Key Takeaways - ..On August 25, 2022, the Securities and Exchange Commission (“SEC”) adopted final pay-versus-performance rules (the “Final Rules”) that guide the implementation of Section 953(a) of the Dodd-Frank Act,...more

McDermott Will & Emery

New SEC Rules Heighten Scrutiny Over Executive Pay

McDermott Will & Emery on

On August 25, 2022, the US Securities and Exchange Commission (SEC) adopted final rules imposing new mandatory “pay for performance” disclosures for most public companies (foreign private issuers, emerging growth companies...more

Proskauer - Employee Benefits & Executive...

CEO Self-Evaluation: To Thine Own Self (Assessment) Be True

“Report cards” may bring to mind evaluating middle school students, not CEOs of multi-billion dollar companies. But over the last decade, some companies have adopted a CEO “self-assessment” for evaluating the performance of...more

Proskauer - Employee Benefits & Executive...

Terminating a CEO for Cause

Terminating a CEO “for cause” requires that the board of directors (“Board”) of the employer focus on two questions – What is the applicable standard for cause? Do the facts and circumstances satisfy this applicable standard?...more

Womble Bond Dickinson

Proposed IRS 162(M) Regulations Effect Executive Compensation Arrangements

Womble Bond Dickinson on

The Internal Revenue Service (“IRS”) recently proposed Regulation 122180-18 (the “Proposed Regulations”) to implement the amendments found in the Tax Cuts and Jobs Act of 2017 (the “Act”)1 to Section 162(m) of the Internal...more

King & Spalding

Messages for Public Companies from the SEC’s Spate of September Enforcement Actions

King & Spalding on

The United States Securities and Exchange Commission wrapped up its fiscal year on September 30, 2019 with a flurry of enforcement actions filed in the final weeks of the month. These cases will provide fodder for analysis...more

Stinson - Corporate & Securities Law Blog

ISS Opens Global Policy Survey for 2020

Institutional Shareholder Services Inc. has launched its Annual Policy Survey.  The survey is a key component of ISS’ annual benchmark policy development process, looking at potential policy changes globally for 2020 and...more

Stinson - Corporate & Securities Law Blog

Examples of 2019 Pay Ratio Disclosures

Set forth below are examples of pay ratio disclosures from recently filed proxies where registrants chose to rely on the median employee identified in the prior year....more

Skadden, Arps, Slate, Meagher & Flom LLP

Trends in Executive Compensation, Employment Law and Compensation Committee Practices

On February 5, 2019, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The panelists were David Schwartz, Skadden’s global head of Labor and Employment...more

Dechert LLP

The Companies (Miscellaneous Reporting) Regulations 2018

Dechert LLP on

In addition to the revised corporate governance code published by the Financial Reporting Council in July 2018 (the “Code”) (which applies to accounting periods beginning on or after 1 January 2019), new legislative reporting...more

Skadden, Arps, Slate, Meagher & Flom LLP

IRS Issues Anticipated Guidance on Covered Employees and Grandfathering Rules Under Code Section 162(m)

On August 21, 2018, the Treasury Department and the Internal Revenue Service (IRS) issued Notice 2018-68, which provides eagerly awaited guidance for changes that were made to Section 162(m) of the Internal Revenue Code...more

Pillsbury Winthrop Shaw Pittman LLP

Top Ten Emerging Trends in Pay Ratio Disclosure

Preliminary trends are emerging from the pay ratio disclosures filed by U.S. public companies in 2018. Few companies use statistical sampling to identify their median employees and, instead, companies rely on a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Impact of Compensation-Related Litigation on Public Companies

Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Section 162(m) After the Tax Cuts and Jobs Act: What to Do Now

On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the Act), which includes significant changes to the executive compensation deduction rules in Section 162(m) of the Internal Revenue Code (Code)...more

Mintz - Employment Viewpoints

Tax Bill: New Opportunity to Defer Tax on Certain Equity Awards and Repeal of Performance-Based Exception to 162(m)

The Tax Cuts and Job Act of 2017 was recently signed into law creating two important changes in executive compensation, which we outline below. The Tax Bill Permits Certain Employees to Elect to Defer Taxation of Qualified...more

Dechert LLP

Focus on ERISA - Tax Reform Includes Benefits and Compensation Provisions

Dechert LLP on

On December 22, 2017, the tax reform bill, informally known as the Tax Cuts and Jobs Act (the “Act”), was signed by President Trump. As we noted in our prior OnPoint (available here) with respect to earlier versions of the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for Tax Reform: The Current State of Play on Proposed Changes to Executive Compensation and Employee Benefits

On November 16, 2017, the House of Representatives voted to approve its version of the Tax Cuts and Jobs Act. The Senate is expected to vote on its version of the bill following the Thanksgiving break, which would require a...more

Stinson LLP

SEC Issues Proposed Rules to Modernize and Simplify Regulation S-K

Stinson LLP on

The SEC has proposed amendments to Regulation S-K and related rules and forms. The proposed amendments are based on SEC staff recommendations in a report that was required by Section 72003 of the Fixing America’s Surface...more

Smith Anderson

SEC Issues New Guidance on Pay Ratio Rule, Emphasizing “Flexibility” of Median Employee Pay Calculation

Smith Anderson on

On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release to assist public companies in complying with the SEC’s pay ratio rule. The SEC’s interpretive release emphasized the...more

Perkins Coie

SEC Issues New Guidance to Help Companies Prepare CEO Pay Ratio Disclosures

Perkins Coie on

The Securities and Exchange Commission recently issued new guidance to help companies prepare their pay ratio disclosures that provides some relief for companies—and further validates that these rules are highly unlikely to...more

Orrick, Herrington & Sutcliffe LLP

SEC Relaxes Pay Ratio Rules to Facilitate 2018 Proxy Disclosures

On September 21, 2017, the Securities and Exchange Commission (SEC) issued an interpretive release and new/revised C&DIs to assist companies in their efforts to comply with the pay ratio disclosure requirement. The guidance...more

Hogan Lovells

SEC Issues New and Revised Guidance on CEO Pay Ratio Rule

Hogan Lovells on

On September 21, the SEC and the staff of the Division of Corporation Finance issued new and updated interpretive guidance regarding the CEO pay ratio disclosure required by Item 402(u) of Regulation S-K. The guidance...more

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