SEC increases Rule 701(e) disclosure threshold to $10 million, effective immediately, and explores revamp of Rule 701 and Form S-8.
The final rule increasing the Rule 701(e) disclosure threshold to $10 million leaves open...more
The Fifth Circuit Court of Appeals’ rejection of the DOL’s Fiduciary rule reintroduces the 1975 five-factor fiduciary test and creates uncertainty for plan sponsors, plan fiduciaries and investment advisors.
After years of...more
6/29/2018
/ Administrative Procedure Act ,
Benefit Plan Sponsors ,
Best Interest Contract Exemptions ,
Chevron Deference ,
Department of Labor (DOL) ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary Duty ,
Fiduciary Rule ,
Financial Services Industry ,
Individual Retirement Account (IRA) ,
Investment Adviser ,
Regulatory Oversight ,
Retirement Plan
The future of the Department of Labor’s Fiduciary rule is in limbo following the Fifth Circuit’s decision striking it down “in toto.”
The future of the Fiduciary rule is uncertain, particularly in light of the Fifth...more
4/12/2018
/ Administrative Procedure Act ,
Best Interest Contract Exemptions ,
Broker-Dealer ,
Department of Labor (DOL) ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary Duty ,
Fiduciary Rule ,
Investment Adviser ,
Retirement Plan ,
Securities and Exchange Commission (SEC)
The department extends non-enforcement policy until July 1, 2019 and plans to propose a new streamlined class exemption under the Fiduciary rule.
The DOL finalized its delay of certain portions of the Fiduciary rule until...more
12/15/2017
/ Best Interest Contract Exemptions ,
Broker-Dealer ,
Department of Labor (DOL) ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary Duty ,
Fiduciary Rule ,
Individual Retirement Account (IRA) ,
Investment Adviser ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Trump Administration
On August 9, 2017, the Department of Labor (DOL) and Secretary of Labor, Alexander Acosta, submitted a proposal to the Office of Management and Budget (OMB) to further delay the applicability date of certain parts of the...more
The SEC’s Pay Ratio Disclosure Rule is unlikely to be repealed — public companies should plan to comply.
Takeaways -
•The Financial CHOICE Act, which aims to repeal the CEO pay ratio disclosure rule, is unlikely to...more
On April 7, 2017, the Department of Labor (DOL) published a final rule delaying the applicability date of the “Fiduciary” rule and certain “Prohibited Transaction Exemption” rules (the Rules) for 60 days from April 10, 2017...more
5/3/2017
/ Best Interest Contract Exemptions ,
Conflicts of Interest ,
Department of Labor (DOL) ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary Duty ,
Fiduciary Rule ,
First Amendment ,
Free Speech ,
Investment Adviser ,
Retirement Plan ,
Trump Administration
Federal law requires U.S. citizens and resident aliens to report world-wide income, including income from foreign trusts, bank and securities accounts. In addition to attaching Schedule B to their tax returns disclosing...more
On March 2, 2017, the Department of Labor (DOL) proposed to delay the applicability date of the “Fiduciary” rule by 60 days. The DOL issued the proposal in response to the February 3, 2017, Presidential Memorandum...more
Takeaways:
- SEC is targeting contract terms that appear to restrict contact with the SEC or require employee whistleblowers to waive monetary recoveries.
- Express disclosure of these rights in severance...more
1/20/2017
/ Confidentiality Agreements ,
Contract Terms ,
Employment Contract ,
Enforcement Actions ,
Non-Disparagement Provisions ,
Rule 21F-17 ,
Securities and Exchange Commission (SEC) ,
Severance Agreements ,
Waiver of Rights ,
Whistleblower Protection Policies ,
Whistleblowers
On October 20, 2016, the United States Department of Justice Antitrust Division (“DOJ”) and the Federal Trade Commission (“FTC”) jointly issued “Antitrust Guidance for Human Resource Professionals” (the “Guidance”) to educate...more
11/10/2016
/ Antitrust Violations ,
Civil Liability ,
Criminal Liability ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hiring & Firing ,
Human Resources Professionals ,
New Guidance ,
No-Poaching ,
Wage and Hour ,
Wage-Fixing
It has been close to a decade since the New York Stock Exchange (NYSE) last updated its set of frequently asked questions (FAQs) regarding equity compensation plans. On August 18, 2016, the NYSE released updated FAQs and,...more
9/20/2016
/ Accounting Standards ,
Equity Compensation ,
FASB ,
NYSE ,
Publicly-Traded Companies ,
Shareholder Approval ,
Shareholders ,
Stock-Based Compensation ,
Stocks ,
Tax Liability ,
Tax Rates ,
Withholding Requirements ,
Withholding Tax
The Employee Retirement Income Security Act of 1974, as amended (ERISA), protects plan participant benefits and account balances by imposing high standards of care on the plan’s fiduciaries. Fiduciaries who do not follow...more
9/6/2016
/ Cybersecurity ,
Department of Health and Human Services (HHS) ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Employer Group Health Plans ,
Fiduciary Duty ,
Health Insurance Portability and Accountability Act (HIPAA) ,
HITECH Act ,
PHI ,
Retirement ,
Retirement Plan
The ERISA Advisory Council1 recently announced that, as part of its goals for 2016, it will be focusing on cybersecurity issues affecting retirement plans and, in particular, the extent to which such issues relate to...more
A group of related private equity (“PE”) funds were found liable for a bankrupt portfolio company’s pension plan debts in the latest and most worrisome decision in the long-running Sun Capital Partners III, LP v. New England...more
4/20/2016
/ Commercial Bankruptcy ,
Controlled Groups ,
Employee Retirement Income Security Act (ERISA) ,
Joint and Several Liability ,
Multiemployer Plan ,
Partnership-in-Fact ,
PBGC ,
Pensions ,
Portfolio Companies ,
Private Equity Funds ,
Sun Capital Partners ,
Withdrawal Liability
In Gobeille v. Liberty Mutual Insurance, the Supreme Court overturned a Vermont law requiring ERISA plans to disclose health payments to the state’s “All Payer Database.” The Court determined that reporting requirements are a...more
Retirement plan sponsors face ever-evolving cyber-related threats to plan assets and participant personal information. To combat such threats, plan sponsors should proactively assess the third-party service providers’ ability...more
The year 2016 has only just started, and we have already seen several important court decisions related to employee benefit plans and the Employee Retirement Income Security Act of 1974, as amended (ERISA). This Client Alert...more
2/18/2016
/ Amgen ,
Corporate Counsel ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Medical Expenses ,
Montanile v Board of Trustees ,
Popular ,
Qualified Settlement Funds ,
Retirement Plan ,
SCOTUS ,
Yard Man
Section 162(m) of the Internal Revenue Code (Code) limits, subject to certain exceptions, a public company’s federal income tax deduction for compensation paid to any “covered employee” to $1 million in any taxable year. A...more
The Stunning Altera Case -
Employee stock options are an important part of compensation—both as income to the executives and as a deduction for the employer. But when stock options are used by multinational companies,...more
8/8/2015
/ Administrative Procedure Act ,
Chevron Deference ,
Corporate Taxes ,
Cost-Sharing ,
Foreign Subsidiaries ,
IRS ,
Parent Corporation ,
Section 482 ,
Stock Options ,
Stock-Based Compensation ,
Tax Court ,
Tax Deductions ,
Treasury
On May 18th, the U.S. Supreme Court unanimously held in Tibble et al. v. Edison International et al., No. 13-550 (S. Ct. May 18, 2015) that ordinary principles of trust law impose on ERISA fiduciaries a duty to continually...more
This is the first in a series of client advisories regarding the Department of Labor’s re-proposed regulation on the definition of “fiduciary” under ERISA Section 3(21) and related proposed new and amended prohibited...more
The Supreme Court’s recent unanimous decision in M&G Polymers USA, LLC v. Tackett, No. 13-1010, 2015 WL 303218 (S. Ct. January 26, 2015) confirms that ordinary principles of contract law should be observed when interpreting...more
In This Book:
- Choice Of A Business Entity
- Introduction To Federal Securities Laws
- From Let’s Go Shopping To Closing: M&A Process In The United States
- Employment Considerations
-...more
10/16/2014
/ Business Formation ,
Choice of Entity ,
Commercial Real Estate Market ,
Corporate Taxes ,
Dispute Resolution ,
Energy Policy ,
Environmental Policies ,
Foreign Investment ,
Immigration Procedures ,
Securities Act of 1933 ,
Securities Exchange Act ,
Trade Agreements
In this Issue:
- Don’t “Moench”ion It: Supreme Court Rejects Presumption of Prudence for ESOP Fiduciaries
- Avoiding Claims of Excessive Fund Fees
- Risk of ERISA Class Actions Can Be Reduced by Use of...more