Retaining key management at a distressed company in the midst of an out-of-court restructuring can be necessary for the success of the restructuring. To realign incentives, private credit lenders need to consider reloading...more
Public companies nationwide have spent their summer and fall compensation seasons finalizing compensation clawback policies ahead of the December 1, 2023 deadlines set by the New York Stock Exchange (the “NYSE”) and the...more
“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
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
The fall of 2022 has been a very active period when it comes to executive compensation and regulators focusing on clawing back compensation paid to executive officers.
The U.S. Securities and Exchange Commission's recent...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
In September 2022, Deputy Attorney General Lisa Monaco delivered remarks unveiling the Department of Justice’s revised corporate crime guidance to “prioritize and prosecute corporate crime.” She reiterated that the number one...more
The SEC’s final rule on Pay Versus Performance becomes effective on October 8, 2022, and will require new executive compensation disclosures for the upcoming proxy season (for annual proxy statements that include executive...more
9/23/2022
/ Business Development ,
CD&A ,
Disclosure Requirements ,
Dodd-Frank ,
Employee Benefits ,
Executive Compensation ,
Financial Reporting ,
GAAP ,
New Rules ,
Pensions ,
Performance Standards ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders ,
Smaller Reporting Companies ,
Total Shareholder Return (TSR)
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
On October 14, 2021, the U.S. Department of Labor’s Employee Benefits Security Administration (the “DOL”) published in the Federal Register a new proposed regulation (the “Proposed Rules”) on fiduciary responsibility in...more
11/22/2021
/ Comment Period ,
Department of Labor (DOL) ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Financial Services Industry ,
Investment Adviser ,
Investment Management ,
Proposed Regulation ,
Proxy Voting Guidelines ,
Regulatory Agenda ,
Regulatory Reform ,
Retirement Plan
On January 14, 2021, the California Supreme Court decided, at the request of the Ninth Circuit, that its decision in Dynamex Operations West, Inc. v. Superior Court, 4 Cal.5th 903 (2018) applies retroactively. Vazquez v....more
Fed Releases Updated Frequently Asked Questions for Business and Nonprofit Facilities and Instructions for Lender Required Documentation -
On September 18, 2020, the Federal Reserve Bank of Boston (the “Boston Fed”)...more
9/28/2020
/ CARES Act ,
Coronavirus/COVID-19 ,
EBITDA ,
Eligibility ,
Federal Reserve ,
Main Street Lending Programs ,
Main Street New Loan Facility ,
Nonprofits ,
SBA ,
Small Business ,
Special Purpose Vehicles ,
Term Sheets
On August 24, 2020, the Federal Reserve Bank of Boston (the “Boston Fed”) published an updated set of Frequently Asked Questions for the Business Facilities (defined below) and an updated set of Frequently Asked Questions for...more
On August 6, 2020, the Federal Reserve Bank of Boston (the “Boston Fed”) published an updated set of Frequently Asked Questions for the Nonprofit Facilities (defined below) (“Nonprofit FAQs”) which are part of the Main Street...more
8/18/2020
/ Borrowers ,
CARES Act ,
Eligibility ,
Federal Reserve ,
Lenders ,
Main Street Lending Programs ,
Main Street New Loan Facility ,
Nonprofits ,
SBA ,
Special Purpose Vehicles ,
Term Sheets
Originally published on May 4, 2020. Last updated as of July 20, 2020.
On July 17, 2020, the Federal Reserve Bank of Boston (the “Boston Fed”) released updated term sheets for two new loan facilities: the Main Street...more
7/21/2020
/ CARES Act ,
Coronavirus/COVID-19 ,
Credit Facilities ,
Federal Reserve ,
Lenders ,
Main Street Lending Programs ,
Main Street New Loan Facility ,
Relief Measures ,
SBA ,
Small Business ,
Term Sheets
Originally published on May 4, 2020. Last updated as of July 10, 2020.
The Federal Reserve Bank of Boston recently published information in anticipation of the launch of the Main Street Lending Program under the CARES Act,...more
7/13/2020
/ CARES Act ,
Coronavirus/COVID-19 ,
EBITDA ,
Federal Reserve ,
Lenders ,
Main Street Expanded Loan Facility ,
Main Street Lending Programs ,
Main Street New Loan Facility ,
New Guidance ,
Paycheck Protection Program (PPP) ,
SBA ,
Small Business Loans ,
Special Purpose Vehicles
UPDATE: Fed Proposes Expansion of Program to Cover Nonprofits -
On June 15, 2020, the Federal Reserve Bank of Boston (the “Boston Fed”) announced it was seeking public feedback on its proposal to expand the Main Street...more
6/22/2020
/ Borrowers ,
CARES Act ,
Eligibility ,
Federal Reserve ,
Lenders ,
Main Street Lending Programs ,
Main Street New Loan Facility ,
Nonprofits ,
SBA ,
Special Purpose Vehicles ,
Term Sheets
UPDATE: Where is Main Street?—Fed Provides Guidance on the Main Street Lending Program -
On June 11, 2020, the Federal Reserve Bank of Boston (the “Boston Fed”) released updated information for potential lenders and...more
6/15/2020
/ Borrowers ,
CARES Act ,
Coronavirus/COVID-19 ,
EBITDA ,
Federal Reserve ,
Lenders ,
Main Street Lending Programs ,
Main Street New Loan Facility ,
New Guidance ,
SBA ,
Small Business ,
Term Sheets
UPDATE: Where is Main Street?—Fed Provides Guidance on the Main Street Lending Program -
On June 8, 2020, the Federal Reserve Bank of Boston (the “Boston Fed”) released information for potential lenders and borrowers in...more
6/11/2020
/ CARES Act ,
Coronavirus/COVID-19 ,
Credit Facilities ,
Federal Reserve ,
Main Street Lending Programs ,
Main Street New Loan Facility ,
New Guidance ,
SBA ,
Small Business ,
Special Purpose Vehicles ,
Term Sheets
We continue our blog series on COVID-19 implications on executive compensation matters with a post that addresses considerations relating to amending performance goals under equity and other incentive awards.
Setting...more
Editor’s Overview -
Of course, on the top of everyone’s minds these days is COVID-19. In this edition of Proskauer’s ERISA Newsletter, our colleagues discuss some of the legislation and guidance that has been issued over...more
On March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (H.R. 748).
In this blog post we (1) lay out an initial action plan for employers considering...more
We continue our blog series on COVID-19 implications on executive compensation matters with a post that addresses salary or wage reductions on a company-wide or targeted basis.
Companies impacted by the COVID-19 pandemic,...more
COVID-19 has had significant impacts on all aspects of business. While employers are assessing how to handle immediate employee needs related to sick leave, family leave and benefits claims, employers should also consider...more