Latest Publications

Share:

Updated SEC Guidance Emphasizes Flexibility in Complying with Pay Ratio Disclosure Rule

Beginning in 2018, U.S. public companies will generally need to comply with the pay ratio disclosure rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires that each such company disclose the...more

Top 10 Topics for Directors in 2017

Here is our annual list of hot topics for the boardroom in the coming year: Corporate strategy: Oversee the development of the corporate strategy in an increasingly uncertain and volatile world economy with new and more...more

Agencies Issue Proposed Regulations on Incentive-Based Compensation

In late April and early May, the National Credit Union Administration, Federal Deposit Insurance Corporation, Federal Housing Finance Agency, the Board of Governors of the Federal Reserve System, Officer of the Comptroller of...more

Federal Court Finds Private Equity Funds Liable for Portfolio Company’s Withdrawal Liability on “Partnership-in-Fact” Theory

On March 28, 2016, the U.S. District Court for the District of Massachusetts in Sun Capital Partners III LP v. New England Teamsters & Trucking Industry Pension Fund, No. 10-10921 (D. Mass. 2016) delivered a surprising...more

IRS Provides New Guidance on Midyear Changes to Safe Harbor 401(k) Plans

If you read one thing... - The IRS has issued new guidance on midyear changes to a safe harbor plan under Code Sections 401(k) and 401(m) that addresses the requirement that plan provisions generally must remain in...more

SEC Adopts Final Pay Ratio Rules

On August 5, 2015, the Securities and Exchange Commission (SEC) voted 3-2 to approve its controversial pay ratio rules. The rules were adopted pursuant to the mandate of Section 953(b)(1) of the Dodd-Frank Wall Street Reform...more

SEC Proposes New Compensation Clawback Rules

On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) proposed new rules pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which, if adopted, would require national...more

SEC Proposes New Compensation Clawback Rules

On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) proposed new rules pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which, if adopted, would require national...more

7/8/2015

What Price Love?

Apparently, about $1 million if you are the CEO of Johnson Controls, Inc. At least, that is one possible takeaway from the action of the board of directors of Johnson Controls with respect to the behavior of its CEO, Alex...more

Top 10 Topics for Directors in 2015: Explore New Trends in Reducing Corporate Health Care Costs

The increasing cost of healthcare is a significant concern for companies that provide health care benefits to their employees. With certain key provisions of the Patient Protection and Affordable Care Act, more commonly known...more

IRS Internal Memorandum Advises That Self-Employment Tax Applies to Profits From an Investment Manager

On September 5, 2014, the Office of Chief Counsel, Internal Revenue Service (IRS) released an internal generic legal advice memorandum advising an IRS field agent that the statutorily provided “limited partner” exception to...more

Share-Based Compensation Update to SEC’s Financial Reporting Manual

In February 2014, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance updated Section 9520 of its Financial Reporting Manual. Section 9520 is part of Topic 9, which provides guidance for...more

Is It Time to Adopt a Forum Selection Bylaw?

The boards of all public companies should consider adopting a forum selection bylaw, if they have not already put one in place. The purpose of such a provision is to designate an exclusive venue for stockholder derivative...more

Address Boardroom Confidentiality

Bill Ackman’s public disclosure earlier this year of confidential JC Penney board deliberations not only outraged his fellow directors but also stunned the corporate community. His actions, however, were not without...more

Dealing with Activist Investors

Shareholder activism is on the rise. Through the first three quarters of 2013, activist investors submitted 91 initial Schedule 13D filings, well on pace to eclipse the 109 filings made in all of 2012. In addition, proxy...more

Push to Diversify Boards Picks Up Steam

In addition to heightened focus on director tenure, companies are facing increasing pressure to diversify their boards. The SEC requires companies to disclose whether and how the board or nominating committee considers...more

Director Tenure Draws Increasing Investor Attention

The Wall Street Journal recently highlighted director tenure in an article titled “The 40-Year Club: America’s Longest Serving Directors.” While the article noted that fewer than 30 public company directors have at least 40...more

Split Decision: Whether to Separate the CEO and Board Chair Positions

Whether to separate the CEO and chairman positions is one of the most hotly debated issues in corporate governance. During the 2013 proxy season, calls for an independent board chair were the second most frequent proposal...more

Changing Healthcare Landscape Poses Challenges for Directors

Despite the continuing legal challenges and political hardball, as well as the delays and technical glitches, it appears that the Patient Protection and Affordable Care Act, more commonly known as Obamacare, is here to stay. ...more

Executive Compensation Considerations for 2014

Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more

Growing Demands of Compliance Oversight Weighing Down Directors

Constantly changing and overlapping legislative and regulatory requirements are weighing down corporations and usurping more and more board time. It is a telling sign when, according to a recent survey, directors ranked...more

Cybersecurity on Radar Screen of Boards of Directors

Cybersecurity has become one of the hottest topics in the boardroom as companies wrestle with ever increasing threats to their information systems and intellectual property. A recent study by the Ponemon Institute found that...more

SEC Proposes CEO Pay Ratio Disclosure Rules

On September 18, 2013, the SEC commissioners voted 3-2 to propose a new rule that would amend existing executive compensation disclosure rules by requiring public companies to disclose the ratio of a CEO’s annual total...more

Appeals Court Reverses ERISA “Trade or Business” Ruling Favoring Private Equity Funds; Creates Uncertainty on Controlled Group...

In our November 9, 2012, client alert, we examined an apparent victory for private equity firms resulting from the District Court of Massachusetts decision that held that two related private equity funds were not liable on a...more

26 Results
/
View per page
Page: of 2

"My best business intelligence,
in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.