Like any for-profit company, nonprofit organizations want to attract and retain high caliber executives to achieve and further their missions. To accomplish this, a nonprofit organization may have to offer a particularly...more
4/9/2025
/ 501(c)(3) ,
Compensation & Benefits ,
Employee Benefits ,
Excise Tax ,
Executive Compensation ,
Internal Revenue Code (IRC) ,
IRS ,
Nonprofits ,
Reasonableness Factors ,
Sanctions ,
Tax Exemptions ,
Tax Liability
Recently, Institutional Shareholder Services (“ISS”) released updates to its voting policies for 2025, including new and updated responses to its Compensation Policies FAQs and new Value-Adjusted Burn Rate Benchmarks (based...more
Earlier this month, the Internal Revenue Service (“IRS”) released Form 15620, which is an approved IRS form for making Internal Revenue Code (“Code”) Section 83(b) elections. By way of background, Code Section 83(b) provides...more
In October, Institutional Shareholder Services (“ISS”) released an off-cycle update to its Executive Compensation Policies Frequently Asked Questions (the “FAQs”), which are available at this link: ...more
Both companies and their C-suite executives should be mindful of the interactions between COBRA and Medicare and their implications when negotiating a severance or retirement arrangement. This is because Medicare enrollment...more
In this episode of The Proskauer Benefits Brief, David Teigman, partner in the Tax Department and a member of the Employee Benefits & Executive Compensation Group, Josh Apfelroth, partner in the Private Equity and Mergers &...more
Glass Lewis (“GL”) recently released its annual Benchmark Policy Guidelines for 2024. This update makes several changes to how the proxy advisory firm will evaluate company policies related to executive compensation. ...more
1/9/2024
/ Clawbacks ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Non-GAAP Financial Measures ,
NYSE ,
Proxy Season ,
Remedial Actions ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Willful Misconduct
A potentially overlooked but important issue that public companies should have in mind when granting option or option-like awards is avoiding the unintentional appearance of “spring-loading” and “bullet-dodging,” both of...more
7/7/2023
/ Compensation ,
Corporate Governance ,
Disclosure Requirements ,
Incentive Compensation ,
Investigations ,
Marketing ,
Proxy Statements ,
Restricted Stocks ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Stock Prices
“An incentive compensation program should drive behavior, engagement and results that a company wants its employees, customers and investors to know are important to it. Incorporate ESG incrementally and with that broader...more
The Tax Court’s May 3, 2023, decision in ES NPA Holding, LLC v. Commissioner (T.C. Memo 2023‑55), upholding a taxpayer’s position to characterize a partnership interest as a profits interest under the “safe harbor” of IRS...more
In this episode of The Proskauer Benefits Brief, David Teigman, partner in the Employee Benefits and Executive Compensation Group, Simon Sharpe, partner and member of our Private Equity and Mergers & Acquisitions groups and...more
Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis (“GL”) each published their annual policy updates for 2023, which updates made certain changes relating to executive compensation. As a general...more
12/15/2022
/ Clawbacks ,
Compensation ,
Disclosure Requirements ,
Executive Compensation ,
Glass Lewis ,
Immigrants ,
Incentives ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Severance Pay
On November 28, 2022, the Securities and Exchange Commission (the “SEC”) published the final clawback rules (the “Final Rules”) under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in the Federal...more
Twelve years after the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and many years after the Securities and Exchange Commission started considering regulations implementing the clawback...more
“Recognize that Human Capital is a deal within the deal and plan accordingly. Deal teams sometimes overlook that they need to project out and calendar the key inflection points for successfully closing on the Human Capital...more
Background -
The “golden parachute” excise tax regime under Internal Revenue Code Sections 280G and 4999 (“Section 280G” and “Section 4999”, respectively) is at the core of both public and private U.S.-based transactions....more
You do not need a Lexis or Westlaw subscription to know that major cases and significant judgments have sometimes hinged on the meaning of a single word, or the placement of a single Oxford comma. We have a recent case to add...more
In this episode of The Proskauer Benefits Brief, partner David Teigman, senior counsel Nick LaSpina, and special international labor & employment counsel Nicola Bartholomew, discuss differences between asset sales in the US...more
5/19/2022
/ Cross-Border Transactions ,
Employee Benefits ,
Employee Transfers ,
Employees ,
Employer Liability Issues ,
International Labor Laws ,
Labor Regulations ,
Sale of Assets ,
TUPE ,
UK ,
WARN Act
In this episode of The Proskauer Benefits Brief, Proskauer partner David Teigman, senior counsel Nick LaSpina, and special guest Michelle Garrett, a principal at the compensation consulting firm Semler Brossy, discuss...more
2/21/2022
/ Bonuses ,
Corporate Culture ,
Employee Incentive Plans ,
Employee Retention ,
Employer Liability Issues ,
Employment Contract ,
Hiring & Firing ,
Job Applicants ,
Labor Shortage ,
Recruitment Policies ,
Restrictive Covenants