Pursuant to rules that the Securities and Exchange Commission (SEC) issued in late 2022, publicly traded companies must generally provide both tabular and narrative and/or graphical disclosure of the relationship between...more
The proposals align with the SEC’s recent rule related to the recovery of erroneously awarded incentive compensation.
On February 22, 2023, the Nasdaq Stock Market LLC (Nasdaq) and New York Stock Exchange LLC (NYSE) each...more
3/3/2023
/ Clawbacks ,
Corporate Officers ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Rule 10D-1 ,
Securities and Exchange Commission (SEC)
The SEC provides much-needed guidance on the new pay versus performance disclosure requirements that will be applicable to the current proxy season.
On February 10, 2023, the Staff of the Securities and Exchange Commission...more
2/15/2023
/ C&DIs ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
New Guidance ,
Pay-for-Performance ,
Performance Standards ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
Each year brings new executive compensation rules and considerations, whether based on Securities and Exchange Commission (SEC) rules, developments under the Internal Revenue Code, litigation trends, institutional adviser...more
1/30/2023
/ 10b5-1 Plans ,
Clawbacks ,
Corporate Governance ,
Equity Plans ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
FTC proposes a new rule that would ban non-competes in most situations; brings enforcement actions challenging non-competes as unfair methods of competition.
On January 5, 2023, the Federal Trade Commission (FTC) issued a...more
The rules direct stock exchanges to require issuers that are publicly listed in the US to adopt clawback policies for the mandatory recovery of erroneously awarded incentive compensation...
...more
11/4/2022
/ Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
Financial Restatements ,
GAAP ,
Incentive Compensation ,
Listing Standards ,
Publicly-Traded Companies ,
Regulation S-K ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The new rules significantly expand required disclosure of the relationship between executive compensation and performance metrics, effective for the 2023 proxy season.
...more
The law suffers the same fate as the California board diversity law requiring directors from “underrepresented communities.”
On May 13, 2022, Los Angeles Superior Court Judge Maureen Duffy-Lewis issued a ruling in Crest...more
The California gender board diversity law may suffer the same fate.
On April 1, 2022, Los Angeles County Superior Court Judge Terry A. Green issued a summary judgment order finding that California Corporations Code §...more
The COVID-19 pandemic has created bleak economic conditions for many businesses, forcing them to undertake or consider drastic changes to their workforce. Although each employer’s business needs vary and require individual...more
The FFCRA requires covered employers to provide emergency paid leave to eligible employees who cannot work due to qualifying COVID-19-related reasons.
As Latham & Watkins previously reported, President Donald J. Trump...more
The legislation provides COVID-19-related paid leave that impacts many employers, but important questions remain.
Key Points:
..The Act impacts employers with one to 499 employees, and will be effective no later than...more
The legislation would enact coronavirus-related paid leave requirements that would affect many employers, but important questions remain.
Key Points:
..As currently drafted, the bill would impact employers with one to...more
Latham & Watkins New York partner Bradd Williamson, Global Chair of Latham’s Benefits, Compensation & Employment Practice, and Chicago counsel Nineveh Alkhas discuss recent trends in non-compete law in certain states and what...more
New York partner Bradd Williamson, Global Chair of Latham’s Benefits, Compensation & Employment Practice, and Chicago partner Robin Struve discuss Sun Capital Partners III, LP v. New England Teamsters & Trucking Industry...more
2/11/2020
/ Business Entities ,
Capital Investments ,
Employee Retirement Income Security Act (ERISA) ,
Investment Funds ,
Joint and Several Liability ,
Partnership-in-Fact ,
Pension Funds ,
Pensions ,
Portfolio Companies ,
Private Equity Firms ,
Private Equity Funds ,
Sun Capital Partners ,
Underfunded Plans
Public companies should consider recent SEC and proxy advisory developments and other perennial executive compensation matters.
This Client Alert offers a summary of the key executive compensation related reminders and...more
1/30/2020
/ Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Disclosure Requirements ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Glass Lewis ,
Hedging ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Severance Agreements ,
Smaller Reporting Companies
Recently issued proposed regulations clarify changes made by the TCJA to the tax deductibility of executive compensation.
Section 162(m) of the US Internal Revenue Code (the Code) as amended by the Tax Cuts and Jobs Act...more
1/24/2020
/ Clawbacks ,
Compensation & Benefits ,
Covered Employees ,
Deferred Compensation ,
Executive Compensation ,
Foreign Private Issuers ,
Grandfathering Rules ,
Internal Revenue Code (IRC) ,
IRS ,
Proposed Regulation ,
Publicly-Traded Companies ,
Section 162(m) ,
Securities Exchange Act ,
Tax Cuts and Jobs Act ,
Tax Deductions
The First Circuit reverses a lower court decision and finds two Sun Capital private equity funds are not liable for portfolio company’s pension plan liabilities under ERISA.
On November 22, 2019, the United States Court of...more
Employers now have until September 30, 2019, to provide individualized notice and October 1, 2019, to begin contributions.
As covered in a previous Latham & Watkins Client Alert, Massachusetts employers face imminent...more
By June 30, 2019, employers must provide individualized notice to each employee (and potentially each contractor) in the state.
In 2018, Massachusetts enacted the Paid Family and Medical Leave (PFML) law, which provides a...more
Public companies should consider a number of items for 2019, including recent SEC and proxy advisory developments and other perennial executive compensation considerations.
Even as the US government shutdown continues to...more
1/16/2019
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Equity Plans ,
Executive Compensation ,
Hedging ,
Popular ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Approval ,
Smaller Reporting Companies
Many ERISA-covered employee benefit plans will need to be amended effective April 2.
Companies may need to update their Employee Retirement Income Security Act of 1974 (ERISA)-covered employee benefit plans to comply with...more
When designing 2018 compensation plans and proxy disclosure, companies should focus on implications of recent developments, as well as enduring compensation considerations.
2018 brings significant changes to the executive...more
Companies may wish to take certain steps before January 1, 2018, with respect to 2017 annual bonuses.
As has been widely reported, Congress has passed tax reform legislation lowering 2018 corporate tax rates and thus...more
Latham & Watkins partners Bradd Williamson and Mitchell Seider discuss the recent Canadian court decision that dismisses ERISA controlled group claims and its potential impact on lenders and other creditors in restructuring...more