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
Dear Plan Sponsor -
Have you received a letter from the IRS with respect to your retirement plan? If so (or if not, but you want to be prepared in the event you do receive “the letter”), read on....more
As we near the end of second quarter 2020, companies are evaluating the ripple effect COVID-19 has had and will likely continue to have on their businesses as a result of worker layoffs, shelter-in-place orders, employee...more
With the economy in a free-fall and the U.S. government scrambling to create a financial safety net for citizens, giving access to tax-qualified retirement savings was a natural piece of Congress’ plan to loosen the grip on...more
In addition to the paid sick leave and family leave U.S. employers must provide under the Families First Coronavirus Response Act (“FFCRA”), some employers are seeking additional ways to support employees affected by...more
With the economy in a free-fall and the U.S. government scrambling to create a financial safety net for citizens, giving access to tax-qualified retirement savings was a natural piece of Congress’ plan to loosen the grip on...more
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
The Internal Revenue Service released the cost-of-living adjusted qualified retirement plan limitations effective January 1, 2020. For ease of reference and comparison to prior years, we have placed the adjusted limitations...more
11/8/2019
/ 401k ,
Cost-of-Living Adjustment (COLA) ,
Defined Benefit Plans ,
Defined Contribution Plans ,
Employee Benefits ,
FICA Taxes ,
Individual Retirement Account (IRA) ,
IRS ,
Medicare Taxes ,
Popular ,
Retirement Plan ,
Social Security Administration (SSA) ,
Wage and Hour
SEC Penalizes Company for Non-Compliance with Equal or Greater Prominence Requirement in Earnings Releases -
In late December, the SEC settled its first “equal or greater prominence” enforcement action under its non-GAAP...more
3/11/2019
/ #MeToo ,
Board of Directors ,
CD&A ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
EBITDA ,
Equal Employment Opportunity Commission (EEOC) ,
Equity Compensation ,
GAAP ,
Gender Equity ,
Hedging ,
Institutional Shareholder Services (ISS) ,
PCAOB ,
Proxy Season ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
Something to gnaw on during your lunch hour today (sorry, we couldn’t resist): the IRS recently released TAM 201903017, which ruled that free employee meals provided by an employer were includible in its employees’ taxable...more
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
Companies have considered various ways to retain and incentivize their younger, and increasingly mobile, workforce. A recent PLR offers another option: using a 401(k) plan to provide additional benefits (in the form of a...more
The SEC staff regularly publishes “Compliance and Disclosure Interpretations” (C&DIs) on various securities matters. Recently, the staff issued new C&DIs related to the SEC’s proxy rules....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
We turn once again to the sad and difficult task that plan administrators face when distributing the benefits of a participant who has been murdered by his or her designated beneficiary. Sad for obvious reasons. Difficult...more
2/12/2018
/ Appeals ,
Beneficiaries ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Federal v State Law Application ,
Insanity Defense ,
Interpleaders ,
Pension Funds ,
Plan Administrators ,
Preemption ,
Retirement Plan ,
Slayer Statutes ,
State Law Claims
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
Retirement plans are complicated creatures to administer so it perhaps is not surprising that the process of determining the beneficiary of a deceased participant can present its own set of challenges and, if things go awry,...more
It has been an eventful 10 days in the courts and in Congress for halting impending regulations and setting the stage to roll-back new rules implemented by the Obama Administration. Employers can expect a repeal of recently...more
HHS recently posted guidance on its website addressing HIPAA’s approach to cloud computing. Basically, any time a cloud service provider has electronic protected health information (ePHI), it’s a business associate. This is...more
Hullabaloo: noun: a commotion, a fuss.
In recent years, almost every change to health care has caused a hullabaloo. Today, we thought you might enjoy reading about a few recent and proposed changes that, although...more
On January 29, 2016, the Internal Revenue Service issued guidance on mid-year changes to safe harbor plans under Internal Revenue Code Sections 401(k), and 401(m). Notice 2016-16 significantly expands the permissible mid-year...more
It’s like a simple set of facts on a law school exam with an answer that defies logic. And, yet, Supreme Court precedent has brought us to this illogical conclusion. Facts: Participant agrees to reimburse the plan money it...more