Golden Parachutes

Golden Parachute is a term used to describe agreements between companies and employees (usually high-level executives) whereby employees are significantly compensated in the event employment is terminated.... more +
Golden Parachute is a term used to describe agreements between companies and employees (usually high-level executives) whereby employees are significantly compensated in the event employment is terminated. Typically, Golden Parachutes are implicated in the event of a merger or take-over of the original company and take the form of stock options, severance payments, and/or bonuses.  less -
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U.S. District Court Upholds FDIC’s Golden Parachute Decision

The U.S. District Court for the Eastern District of Missouri (the “District Court”) issued a memorandum and order (the “Order”) in which the District Court upheld a decision of the FDIC that contract damages sought by the...more

The Section 409A Valuation: Do You Really Need One?

Yes. You do. That was easy. But perhaps we have gotten ahead of ourselves and we should start at the beginning of the story. While Section 409A is a tax provision, its genesis was the perceived abuse of deferred compensation...more

ISS Publishes Updated FAQs for its Proxy Voting Policies

On December 20, Institutional Shareholder Services (ISS) published updated FAQs regarding its proxy voting policies and procedures. The updated FAQs address, among other things, ISS’ policies for evaluating executive...more

Emerging Growth Company IPO Filings Initially Embrace JOBS Act's Reduced Executive Compensation Disclosure Requirements

On April 5, 2012, the President signed into law the “Jumpstart Our Business Startups Act” (JOBS Act). The JOBS Act also allows small businesses to harness “crowdfunding,” expands “mini-public offerings,” and streamlines the...more

Current SEC Guidance for “Emerging Growth Companies” Seeking to Take Advantage of JOBS Act

The Jumpstart Our Business Startups Act (the “JOBS Act”) became law in April with a goal of improving access to capital markets and easing compliance burdens for newer and smaller public companies. Among other things, the...more

House Passes JOBS Act—Legislation Would Facilitate Public and Private Capital Formation by Emerging Growth Companies

The U.S. House of Representatives has passed legislation that, if approved by the Senate and enacted into law, would allow companies to raise capital more easily in both the private and public markets. On March 8, 2012, the...more

SEC Adopts “Say On Pay” And Golden Parachute Approval Rules

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, the Securities and Exchange Commission adopted rules governing shareholder approval of executive compensation (“say-on-pay”)...more

Corporate and Securities Alert - “Say on Pay” Final Rules

On January 25, 2011, the SEC issued final rules (“Final Rules”) designed to implement provisions of the Dodd-Frank Act relating to shareholder approval of executive compensation and golden parachute compensation arrangements....more

SEC Adopts “Say on Pay” Rules for Public Companies

On January 25, 2011, the Securities and Exchange Commission adopted by a 3-2 vote final rules on say on pay, say on frequency and say on golden parachutes advisory votes, which give shareholders of public companies a voice on...more

Say on Pay and Say on Frequency - 2011 Proxy Season

The SEC recently adopted final rules for disclosure of Say-on-Pay, Say-on-Frequency and golden parachute arrangements. Say-on-Pay and Say-on-Frequency apply in 2011 to all public companies other than smaller public companies....more

LegalMinds Interview: “Say on Pay” and Other Issues for the Upcoming Proxy Season

Each proxy season seems to be getting more and more complicated in terms of the new requirements as to what both the SEC and shareholders expect and this year will be no exception. According to David Lynn, Co-chair of...more

SEC Proposes Say-on-Pay and Say-on-Golden-Parachute Rules

On October 28, 2010, the U.S. Securities and Exchange Commission (the "SEC") issued Release No. 34-63124, proposing new rules to implement Section 14A of the Securities Exchange Act of 1934 (the "Exchange Act"), which was...more

Corporate and Securities Alert: “Say on Pay” Rules Proposed

The SEC has released a rule proposal (“Proposal”) designed to implement provisions of the Dodd-Frank Act relating to shareholder approval of executive compensation and golden parachute compensation arrangements. We believe...more

SEC Proposes Rules on “Say on Pay” for Public Companies and Rules on Proxy Vote Reporting for Institutional Investment Managers

On October 18, 2010, the Securities and Exchange Commission proposed rules on say on pay, say on frequency and say on golden parachutes votes to implement the provisions of the Dodd-Frank Act that give shareholders of public...more

More Say on Pay : What Will It Mean?

Executive compensation, increased communication and transparency for shareholders are among the hot-button issues in economic reform. Momentum in the public arena, on Capitol Hill and among shareholder activists, is swinging...more

Dodd-Frank Act Means No Summer Vacation for Compensation Committees

While the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) is largely directed at reforms within the financial services industry, Congress did not miss its opportunity to adopt regulations on...more

Dodd-Frank Financial Reform Act - Key Corporate Governance and Executive Compensation Provisions

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), arguably the most far-reaching package of financial regulatory reforms since the New Deal....more

The Dodd-Frank Act: Non-Binding “Say-on-Pay” at Public Companies

Among the many elements of the massive Dodd-Frank Wall Street Reform and Consumer Protection Act are provisions applicable to public companies requiring defined “say-on-pay” votes. These are shareholder votes on *executive...more

Say on Pay: It’s Coming, Are You Ready?

Introduction Executive compensation and increased communication and transparency for shareholders are among the hot-button issues in economic reform. One need only look to the discussions at the recent G20 London Summit or...more

House Passes Legislation on Say on Pay and Compensation Committees

On July 31, 2009, the House of Representatives passed the “Corporate and Financial Institution Compensation Fairness Act of 2009,” which would require advisory votes on executive compensation for public companies subject to...more

Administration Proposals on Compensation Committees and Say on Pay Would Affect All Public Companies

On July 16, 2009, as a part an effort to move the Obama Administration’s regulatory reform agenda forward, the Treasury Department delivered draft legislation to Congress that would require enhanced compensation committee...more

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