On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) adopted long-awaited final rules implementing the “clawback” provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act....more
Section 162(m) of the Internal Revenue Code of 1986 (as amended, the “Code”) imposes a $1 million deductibility limit on compensation paid by “publicly held corporations” to “covered employees.” As reported in our previous...more
1/11/2021
/ Compensation & Benefits ,
Corporate Taxes ,
Covered Employees ,
Executive Compensation ,
Final Rules ,
Grandfathering Rules ,
IRS ,
Privately Held Corporations ,
Publicly-Traded Companies ,
Remuneration ,
Section 162(m) ,
Tax Cuts and Jobs Act ,
Tax Deductions
COVID-19 has, among other things, had an impact on executive compensation and employee benefits, and given rise to a number of new issues and considerations. These compensation issues present challenges for companies seeking...more
In response to the coronavirus pandemic, Congress recently passed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). President Donald Trump signed the CARES Act into law on March 27, 2020. Below is a...more
4/13/2020
/ Benefit Plan Sponsors ,
CARES Act ,
Coronavirus/COVID-19 ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Employer Contributions ,
Executive Compensation ,
Filing Deadlines ,
Over The Counter Drugs (OTC) ,
Required Minimum Distributions ,
Retirement Plan ,
Student Loans ,
Telehealth
On November 2, 2017, the Committee on Ways and Means of the U.S. House of Representatives released its tax reform bill titled the Tax Cuts and Jobs Act (the “House Bill”). On November 6, 2017, Kevin Brady, Chairman of the...more
11/10/2017
/ CEOs ,
CFOs ,
Corporate Taxes ,
Covered Employees ,
Deduction Limitations ,
Deferred Compensation ,
Defined Benefit Plans ,
Dependent Care Assistance Program (DCAP) ,
Employee Benefits ,
Employee Housing ,
Employer Contributions ,
Equity Compensation ,
Excise Tax ,
Executive Compensation ,
Former Employee ,
Fringe Benefits ,
Grandfathering Rules ,
Health Savings Accounts ,
Income Taxes ,
Individual Retirement Account (IRA) ,
Internal Revenue Code (IRC) ,
Itemized Deductions ,
Legislative Amendments ,
Proposed Legislation ,
Restricted Stocks ,
Retirement Plan ,
Securities Exchange Act ,
Stock Options ,
Tax Cuts ,
Tax Deductions ,
Tax Exempt Entities ,
Tax Reform ,
Ways and Means Committee
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
10/2/2017
/ CEOs ,
Disclosure Requirements ,
Division of Corporate Finance ,
Dodd-Frank ,
Executive Compensation ,
Guidance Update ,
Independent Contractors ,
Leased Employees ,
Median Employee ,
Pay Ratio ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Wall Street
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
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
8/13/2015
/ Covered Entities ,
Cross-Border ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Exemptions ,
Form 10-K ,
Pay Ratio ,
Privacy Laws ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Wages
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
7/10/2015
/ Clawbacks ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Form 10-K ,
Incentive Compensation ,
Listing Standards ,
Proposed Regulation ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
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
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
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
12/26/2013
/ Board of Directors ,
CEOs ,
Chief Compliance Officers ,
Clawbacks ,
Compensation Committee ,
Corporate Counsel ,
Directors ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Sarbanes-Oxley ,
Say-on-Pay ,
Securities and Exchange Commission (SEC)
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