The Delaware Chancery Court invalidated a substantial equity award to Elon Musk – the largest in history. It applied the entire fairness test instead of the more deferential business judgment rule, finding that Musk...more
2/15/2024
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Compensation Committee ,
Disclosure Requirements ,
EBITDA ,
Elon Musk ,
Entire Fairness Standard ,
Equity Compensation ,
Executive Compensation ,
Fiduciary Duty ,
Majority Shareholders ,
Shareholders ,
Tesla
The COVID-19 pandemic has created significant disruption in the financial performance of businesses across the globe, creating real challenges for compensation programs maintained by both public and private U.S. companies....more
3/18/2020
/ Board of Directors ,
Compensation & Benefits ,
Compensation Committee ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Executive Compensation ,
Incentive Compensation ,
Privately Held Corporations ,
Publicly-Traded Companies ,
Shareholders ,
Strategic Planning
Section 162(m) of the Internal Revenue Code disallows a deduction by any publicly held corporation for applicable employee remuneration paid with respect to any covered employee to the extent that remuneration for the taxable...more
1/14/2020
/ Affiliates ,
Compensation & Benefits ,
Covered Employees ,
Executive Compensation ,
Foreign Private Issuers ,
Grandfathered Status ,
Internal Revenue Code (IRC) ,
Partnerships ,
Proposed Regulation ,
Publicly-Traded Companies ,
Section 162(m) ,
Securities Exchange Act ,
Tax Cuts and Jobs Act ,
Tax Deductions
In December 2019, Institutional Shareholder Services (“ISS”) published updates to its FAQs for its U.S. Compensation Policies and its policies related to U.S. Equity Compensation Plans with respect to annual meetings...more
1/9/2020
/ Annual Meeting ,
Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Equity Compensation ,
Executive Compensation ,
GAAP ,
Institutional Shareholder Services (ISS) ,
Pay-for-Performance ,
Proxy Statements ,
Publicly-Traded Companies ,
S&P
In December 2018, Institutional Shareholder Services (“ISS”) published updates to its FAQs for its U.S. Compensation Policies and its policies related to U.S. Equity Compensation Plans with respect to annual meetings...more
On December 22, 2017, President Trump signed the bill popularly referred to as the “Tax Cuts and Jobs Act” (the “Act”) into law. The Act contains significant changes to Section 162(m) of the Internal Revenue Code that are...more
On December 22, 2017, President Trump signed the bill popularly referred to as the “Tax Cuts and Jobs Act” (the “Act”) into law. The Act contains significant changes to Section 162(m) of the Internal Revenue Code that are...more
Last week the House unveiled its tax overhaul plan, the Tax Cuts and Jobs Act (“Act”). The Act’s proposals related to employee benefits and compensation are as follows...more