The U.S. Securities and Exchange Commission (the “SEC”) on August 25, 2022 finalized the “Pay-versus-Performance” disclosure requirements (the “Final Rules”)1 that originally were proposed on April 29, 2015 (the “Proposed...more
9/15/2022
/ CD&A ,
Compensation ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
GAAP ,
Performance Standards ,
Principle Officers ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
The Securities and Exchange Commission (SEC) on January 28, 2022, reopened the comment period with respect to its pending “pay versus performance” proposal (Proposed Rule), which would generally require public companies to...more
2/11/2022
/ CD&A ,
Comment Period ,
Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Pay-for-Performance ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
Companies receiving assistance under Title IV of the Coronavirus Aid Relief and Economic Security Act will be required to limit compensation payable to certain highly paid officers and employees. In general:
- Officers and...more
The Senate yesterday, March 25, 2020, passed by a vote of 96-0 the stimulus bill known as the Coronavirus Aid, Relief and Economic Security Act (the “Act”), which awaits the President's signature. It has been reported that...more
Last week, on December 20, 2019, the U.S. Department of the Treasury and Internal Revenue Service (the “IRS”) published a proposed regulation (the “Proposed Regulation”) under Section 162(m) of the Internal Revenue Code of...more
12/30/2019
/ Binding Agreements ,
Contract Modification ,
Covered Employees ,
Executive Compensation ,
Grandfathered Status ,
IRS ,
Performance-Based Compensation ,
Popular ,
Proposed Regulation ,
Publicly-Traded Companies ,
Section 162(m) ,
Securities Exchange Act ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
U.S. Treasury
The Delaware Chancery Court rejected an attempt by Tesla’s Board of Directors to dismiss a challenge to CEO Elon Musk’s “extraordinary” 2018 compensation package. Because Musk is also Tesla’s controlling stockholder, the...more
10/21/2019
/ Board of Directors ,
Breach of Duty ,
Burden-Shifting ,
Business Judgment Rule ,
Compensation Committee ,
Conflicts of Interest ,
Controlling Stockholders ,
Elon Musk ,
Entire Fairness Standard ,
Executive Compensation ,
Fiduciary Duty ,
MFW ,
Motion to Dismiss ,
Ratification ,
Shareholder Litigation ,
Tesla
The Internal Revenue Service (the “IRS”) recently issued Notice 2018-68 (the “Notice”) providing much-anticipated guidance on certain aspects of the “Tax Cuts and Jobs Act” (the “Act”) enacted in December 2017, which, among...more
8/29/2018
/ Covered Employees ,
Executive Compensation ,
IRS ,
New Guidance ,
Pay-for-Performance ,
Publicly-Traded Companies ,
Sales Commissions ,
Section 162(m) ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Written Agreements
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
12/27/2017
/ 529 Plans ,
Affordable Care Act ,
Broker Commissions ,
CEOs ,
CFOs ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Employer Group Health Plans ,
Executive Compensation ,
Individual Mandate ,
Individual Retirement Account (IRA) ,
IRA Rollovers ,
Moving ,
Pay-for-Performance ,
Publicly-Traded Companies ,
Restricted Stocks ,
Retirement Plan ,
Roth Conversions ,
Sales Commissions ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Student Loans ,
Tax Cuts and Jobs Act ,
Tax Deferral ,
Tax Exempt Entities ,
Tax Reform
Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Securities and Exchange Commission (“SEC”) has issued the last of its proposed rules to implement the...more
7/17/2015
/ Board of Directors ,
Clawbacks ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Publicly-Traded Companies ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Shareholders
Section 162(m) of the Internal Revenue Code (“Section 162(m)”) provides for a $1 million dollar limitation on the amount of compensation paid to each of certain named executive officers that public companies may deduct in any...more
Under Section 457A of the Internal Revenue Code of 1986 (the “Code”), certain offshore and other entities are limited in their ability to provide tax-effective deferred compensation to providers of services to those entities....more
6/13/2014
/ Deferred Compensation ,
Equity Compensation ,
Executive Compensation ,
Internal Revenue Code (IRC) ,
Investment Funds ,
IRS ,
Private Equity Funds ,
SAR ,
Section 457A ,
Stock Options ,
Tax Planning