On January 29, 2020, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices” presented by panelists Michael Bergmann, Executive Compensation and Benefits counsel;...more
2/11/2020
/ #MeToo ,
Compensation & Benefits ,
Contract Terms ,
Corporate Governance ,
Disclosure Requirements ,
Employment Litigation ,
Executive Compensation ,
Gender-Based Pay Discrimination ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Internal Revenue Code (IRC) ,
IRS ,
Merger Agreements ,
Pay Gap ,
Pay Ratio ,
Pay Transparency ,
Pre-Employment Agreements ,
Proxy Advisors ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Sexual Harassment ,
Tax Deductions
On February 5, 2019, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The panelists were David Schwartz, Skadden’s global head of Labor and Employment...more
2/15/2019
/ #MeToo ,
Audits ,
CD&A ,
CEOs ,
CFOs ,
Clawbacks ,
Compensation Committee ,
Covered Employees ,
Director Compensation ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Gender-Based Pay Discrimination ,
Glass Lewis ,
Hedging ,
Institutional Shareholder Services (ISS) ,
Internal Revenue Code (IRC) ,
Pay Equity Laws ,
Pay Ratio ,
Pay-for-Performance ,
Payment Terms ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Tax Cuts and Jobs Act
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. The fifth edition of the Compensation Committee Handbook, authored by our Executive Compensation and Benefits Group,...more
12/11/2018
/ Acquisitions ,
Compensation Committee ,
Director Compensation ,
Employee Benefits ,
Employment Contract ,
Equity Compensation ,
Executive Compensation ,
Fiduciary Duty ,
Financial Adviser ,
Mergers ,
Nasdaq ,
NYSE ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Exchange ,
Taxation
On February 13, 2018, Skadden hosted a webinar titled “ SEC Reporting & Compliance and Corporate Governance Series: Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” Executive...more
3/9/2018
/ #MeToo ,
Board of Directors ,
Business Judgment Rule ,
Compliance ,
Corporate Governance ,
Covered Employees ,
DE Supreme Court ,
Delaware General Corporation Law ,
Department of Labor (DOL) ,
Dodd-Frank ,
EEO-1 ,
Entire Fairness Standard ,
Executive Compensation ,
Fair Labor Standards Act (FLSA) ,
Fair Pay and Safe Workplaces ,
Federal Contractors ,
Gig Economy ,
H-1B ,
Independent Contractors ,
Institutional Shareholder Services (ISS) ,
Internal Revenue Code (IRC) ,
Joint Employers ,
Local Ordinance ,
Minimum Salary ,
Misclassification ,
NLRB ,
OSHA ,
Over-Time ,
Pay Ratio ,
Pay-for-Performance ,
Popular ,
Ratification ,
Salary/Wage History ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Sexual Harassment ,
State Labor Laws ,
Stockholder Agreements ,
Tax Cuts and Jobs Act ,
Trump Administration ,
USCIS ,
Volks Rule
On February 28, 2017, Skadden hosted a webinar titled “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The Skadden panelists were labor and employment law partner David Schwartz,...more
3/22/2017
/ Breach of Duty ,
Business Judgment Rule ,
Defend Trade Secrets Act (DTSA) ,
Director Compensation ,
Disclosure Requirements ,
Dodd-Frank ,
EEO-1 ,
Enforcement Actions ,
Entire Fairness Standard ,
Executive Compensation ,
Form 8-K ,
GAAP ,
Golden Leash Arrangements ,
Institutional Shareholder Services (ISS) ,
Internal Revenue Code (IRC) ,
Nasdaq ,
Non-GAAP Financial Measures ,
Pay Equity Laws ,
Pay Ratio ,
Popular ,
Profits ,
Proxy Season ,
Regulation S-K ,
Rule 16b-3 ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Approval ,
Short-Swing Trading ,
State Labor Laws ,
Trump Administration ,
Whistleblower Protection Policies ,
Withholding Tax
Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more
12/8/2016
/ Annual Meeting ,
Annual Reports ,
Audit Committee ,
Board of Directors ,
Corporate Executives ,
Corporate Governance ,
Director Nominations ,
Diversity ,
Dodd-Frank ,
Executive Compensation ,
FASB ,
Non-GAAP Financial Measures ,
Pay Ratio ,
Proxy Access ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Reporting Requirements ,
Resource Extraction ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
The Executive Compensation and Benefits Group at Skadden, Arps, Slate, Meagher & Flom LLP is pleased to provide you with this second edition of its Compensation Committee Handbook. This edition reflects developments in...more
12/10/2015
/ Board of Directors ,
Compensation & Benefits ,
Compensation Committee ,
Directors ,
Employment Contract ,
Equity Compensation ,
Executive Compensation ,
Proxy Advisors ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below.
Conflicting Shareholder...more
11/23/2015
/ Board of Directors ,
Conflicting Proposals ,
Corporate Social Responsibility ,
Director Nominations ,
Exclusive Forum ,
Executive Compensation ,
Glass Lewis ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
On August 5, 2015, in a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) adopted final rules implementing the controversial “CEO pay ratio” disclosure requirements that were proposed in 2013 and mandated by...more
On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) issued long-awaited proposed rules that would implement the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Wall Street Reform...more
On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) proposed new rules that would require companies to disclose the relationship between the compensation actually paid to named executive officers (NEOs) and...more
As the 2013 proxy season heads into its final weeks, we are continuing to monitor say-on-pay vote results and supplemental filing trends, as well as the most recent waves of proxy-related litigation, and have the following...more
As a reminder, by July 1, 2013, compensation committee charters must comply with the new New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) listing requirements that were approved by the Securities and Exchange...more