On July 1, the SEC proposed rules requiring national security exchanges (such as NYSE and Nasdaq) to establish listing standards requiring publicly traded companies to adopt, comply with and disclose written clawback...more
Yesterday, the SEC proposed the long-awaited executive compensation clawback rules under Section 954 of the Dodd Frank Act. Weighing in at over 100 pages, there is a lot to digest. This McGuireWoods client alert provides an...more
For years courts have struggled with defining what qualifies as a “top hat plan.” The stakes in these cases are often high, as top hat plans are exempt from most of ERISA’s substantive requirements, including from its funding...more
In a Chief Counsel Memorandum issued last month, the IRS concluded that an executive retention arrangement violated Section 409A despite the employer’s efforts to correct the arrangement before the retention bonus vested....more
On April 29, the Securities and Exchange Commission (SEC) proposed new “pay-versus-performance” disclosure rules to implement one of the last two remaining executive compensation requirements mandated by the Dodd-Frank Wall...more
The final Section 162(m) regulations issued by the IRS last week have a small but welcome surprise for companies that have recently become public....more
A recent report from ranking member Sen. Ron Wyden and the Democratic staff on the Senate Finance Committee indicates that nonqualified deferred compensation plans continue to be in the crosshairs of potential tax reform...more
The Securities and Exchange Commission (SEC) recently released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), which calls for disclosure of whether...more
According to ISS, Emerson Electric (the Fergusson, Mo. – based electrical equipment manufacturer) was the first U.S. company to which ISS applied its new Equity Plan Scorecard policy....more
The Supreme Court has unanimously vacated a Sixth Circuit ruling that a collective bargaining agreement (CBA) vested retirees with lifetime medical benefits. M&G Polymers USA, LLC v. Tackett, No. 13-1010, 2015 U.S. LEXIS 759...more
With pension buyouts continuing apace, the Pension Benefit Guaranty Corporation (PBGC) has asked the Office of Management and Budget (OMB) for approval to modify the PBGC’s 2015 premium payment forms to require reporting of...more
The CD&A is a required part of a public company’s annual proxy statement. Its stated purpose is to give shareholders material information about a company’s compensation objectives and policies for the named executive officers...more