On March 1, 2017, the Department of Labor issued a proposed rule that, when finalized, will delay the applicability date of its “fiduciary rule” and related exemptions to June 9, 2017, which is 60 days from its original...more
On February 6, 2017, the SEC’s Acting Chairman, Michael S. Piwowar, issued a public statement requesting detailed comments on any “unexpected challenges” faced by issuers preparing to comply with the pay ratio disclosure rule...more
Late Friday, the White House issued a Presidential Memorandum requiring the Department of Labor to take a second look at its “fiduciary rule.” The Memorandum directs the DOL to prepare an updated economic and legal analysis...more
Under consideration for over 15 years, the rule’s applicability date lands shortly after the Republicans gain control of both houses of Congress and the Presidency. This short client alert outlines some of the options...more
On October 26, 2016, the SEC proposed amendments to the proxy rules that would require the use of universal proxies in all non-exempt solicitations in contested elections of directors. The focus of the SEC proposal is to...more
Companies confer title of “Vice President” on a wide range of employees, from senior executives, in some cases, to line-level personnel, in others. While distinguishing someone functioning as a senior executive from someone...more
On July 1, 2016, the Securities and Exchange Commission (the “SEC”) approved a change to the Listing Rules of NASDAQ Stock Market LLC (“Nasdaq”). New Listing Rule 5250(b)(3) will require Nasdaq listed companies to publicly...more
The US Department of Labor’s final fiduciary rule captures rollover, transfer and distribution recommendations to retirement investors. In essence, under the rule, a financial organization or adviser is acting as a fiduciary...more
Following the release in 2015 of the US Department of Labor’s proposed fiduciary rule, many commentators feared that communications that had previously been characterized as “investment education” would now constitute...more
To date, five of the six federal regulators (the “Agencies”) charged with promulgating rules under Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) have approved a joint proposed...more
As discussed in our publication dated April 14, 2016, the final Department of Labor fiduciary rule provides for two new prohibited transaction exemptions, the Best Interest Contract Exemption (the “BIC Exemption”) and the...more
The Rule Will Require Restructuring of Pay and Compliance Policies at Financial Institutions Serving Retail Retirement Clients
The Rule Also Increases the Litigation Risks to Financial Institutions Associated with...more
The most recent Sun Capital decision is a troubling development for private equity fund sponsors and will likely require a “rethink” of fund structuring when private equity funds own portfolio companies with significant...more
On January 22nd, Institutional Shareholder Services Inc. (“ISS”) updated its Frequently Asked Questions for US Executive Compensation Policies and US Equity Compensation Plans. The original FAQs were published on December 18,...more
Institutional Shareholder Services Inc. (“ISS”) recently finalized its Proxy Voting Guidelines (the “ISS Guidelines”) that apply to all shareholder meetings held after February 1, 2016. A number of the updates relate to...more
On October 28th, the Delaware Chancery Court, in Espinoza v. Zuckerberg, et al., held that stockholder ratification of a transaction that was approved by an interested board of directors must be accomplished formally through...more
11/3/2015
/ Controlling Stockholders ,
Corporate Governance ,
Delaware General Corporation Law ,
Directors ,
Executive Compensation ,
Facebook ,
First Impression ,
Mark Zuckerberg ,
Ratification ,
Self-Dealing ,
Shareholders ,
Written Consent
On August 13, 2015, the Department of Labor (the “DOL”) concluded a four day public hearing on its proposed conflict of interest rule (the “Proposed Rule”). The approximately 75 witnesses generally fell into two groups: the...more
8/25/2015
/ Best Interest Contract Exemptions ,
Comment Period ,
Conflicts of Interest ,
Department of Labor (DOL) ,
Employee Retirement Income Security Act (ERISA) ,
Exemptions ,
Financial Institutions ,
Individual Retirement Account (IRA) ,
Investment Adviser ,
Mandatory Arbitration Clauses ,
Proposed Regulation ,
REIT
On August 5, 2015, the Securities and Exchange Commission released final rules implementing the pay ratio disclosure requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The final...more
The IRS recently announced significant changes to its determination letter program that will become effective January 1, 2017. These changes essentially eliminate determination letters for individually designed plans that are...more
On July 1, 2015, in a 3-2 vote of commissioners cast along party lines, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection...more
A recent Memorandum issued by the Office of Chief Counsel within the Internal Revenue Service demonstrates yet again the perils of failing to comply with Section 409A of the Internal Revenue Code. The Memorandum takes the...more
On April 29, 2015, in a 3-2 vote of commissioners cast along party lines, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer...more
On April 14, 2015, the US Department of Labor (the “DOL”) issued its proposed rule clarifying when individuals and institutions providing advice to employee benefit plans and individual retirement accounts (“IRAs”) will be...more
A recent court decision highlights the importance of up-to-date beneficiary designations for participants in non-qualified retirement plans. Without up-to-date designations, the payment of the benefits of a deceased...more
On February 9, 2015, the Securities and Exchange Commission (the “SEC”) proposed long-awaited equity hedging disclosure rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010...more