Dodd-Frank clawback policies require covered companies to promptly recover any “erroneously award compensation” received by certain current or former “executive officers.” “Erroneously awarded compensation” refers to...more
6/25/2024
/ Clawbacks ,
Deferred Compensation ,
Dodd-Frank ,
Executive Compensation ,
Financial Statements ,
Form 8-K ,
Nasdaq ,
NYSE ,
Proposed Regulation ,
Proposed Rules ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
A board of directors of a Delaware company may delegate its authority to grant equity awards if certain requirements enumerated in the Delaware General Corporation Law (DGCL) are met. Effective August 1, 2023, updates were...more
Effective August 1, amendments (the 2023 amendments) to the Delaware General Corporation Law (DGCL) further update the framework under which a company's board of directors may delegate its authority to grant equity incentive...more
The New York Stock Exchange (NYSE) and Nasdaq amended their previously proposed clawback listing standards on June 5 and June 6 respectively to give listed companies until December 1 to adopt required clawback policies. On...more
6/14/2023
/ Capital Markets ,
Clawbacks ,
Compensation & Benefits ,
Consumer Protection Act ,
Dodd-Frank ,
Executive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Recent updates from the Securities and Exchange Commission (SEC) make it likely that companies will need to finalize clawback policies compliant with the Dodd-Frank Act by early August 2023....more
Effective as of August 1, amendments to the Delaware General Corporation Law (DGCL) update the framework under which a company’s board of directors may delegate its authority to grant equity incentive awards....more
Synopsis -
The Internal Revenue Service (IRS) released a Generic Legal Advice Memorandum, GLAM 2020-004 (the IRS Memo) dated May 18, 2020 addressing the timing of income and payroll tax withholding on three types of employee...more
The sweeping federal stimulus bill known as the ‘‘Coronavirus Aid, Relief, and Economic Security Act’’ or ‘‘CARES Act’’ includes a provision intended to prevent federal loans or loan guarantees from being used to enhance...more
Recently proposed IRS regulations reverse the reasoning of several past IRS private letter rulings regarding the application of the $1 million compensation cap of Section 162(m) to UPREIT structures in publicly traded REITs...more
2/27/2020
/ Compensation & Benefits ,
Compensation Agreements ,
Corporate Structures ,
Employee Benefits ,
Executive Compensation ,
IRS ,
Private Letter Rulings ,
Publicly-Traded Companies ,
REIT ,
Section 162(m) ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Planning ,
UPREITS
New SEC disclosure rules regarding hedging are now in effect. As a technical matter, these rules do not require a publicly traded company to implement a hedging policy. They merely require a company to disclose information...more
The Tax Cuts and Jobs Act (TCJA) will make major changes to the $1 million limit on deductible compensation contained in Section 162(m) of the Internal Revenue Code....more
12/21/2017
/ Compensation & Benefits ,
Deferred Compensation ,
Executive Compensation ,
Legislative Agendas ,
Pending Legislation ,
Section 162(m) ,
Stock Options ,
Tax Deductions ,
Tax Rates ,
Tax Reform ,
Trump Administration
Both Nasdaq and the NYSE have issued guidance clarifying that no stockholder approval is required for equity plan amendments permitting increased share withholding. Earlier this year, the Financial Accounting Standards Board...more
Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Act) provides standards and disclosure requirements related to the independence of compensation committees and their retained advisors. To...more