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Read need-to-know updates, commentary, and analysis on Labor & Employment issues written by leading professionals.

Reminders for US Public Companies for the 2018 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2018 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Compensation Season 2018: Section 162(m) and Related Considerations Post-Tax Reform

by White & Case LLP on

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act includes significant changes to the executive compensation deduction rules contained in §162(m) of the Internal Revenue Code (the...more

Compensation in the 2018 Proxy Season: Recent Shakeups Create New Challenges

by Latham & Watkins LLP on

When designing 2018 compensation plans and proxy disclosure, companies should focus on implications of recent developments, as well as enduring compensation considerations. 2018 brings significant changes to the executive...more

Seventh Circuit Affirms Grant of Summary Judgment on Terminated CEO’s SOX And DFA Claims

Last week, the Seventh Circuit Court of Appeals held that a terminated CEO’s complaints about his board of directors’ managerial decisions did not qualify as protected whistleblowing under the Sarbanes-Oxley Act of 2002...more

The New Voice of The Whistleblower

by NAVEX Global on

This article originally appeared in our Top 10 Ethics & Compliance Predictions & Recommendations for 2018 Seven years after the launch of the U.S. Securities and Exchange Commission’s (SEC) whistleblower program, the voice of...more

Tax Act: New Opportunity to Defer Income from Certain Private Company Equity Grants

by WilmerHale on

The new Section 83(i) of the tax code, enacted as part of the Tax Act, allows certain private company employees to elect to defer, solely for income tax purposes and for a period of up to five years, the income attributable...more

Reminder: Employers Must Quickly Report ISO and ESPP Transactions

by Latham & Watkins LLP on

Deadlines are approaching for employers to report 2017 employee exercises of incentive stock options and employee stock purchase plan purchases. Corporations who offer incentive stock options (ISOs) or maintain a...more

Tax Reform and Employee Benefits – What You Need to Know Now

by Foley & Lardner LLP on

As you have probably heard by now, the recently enacted Tax Cuts and Jobs Act (the Tax Reform Act) made significant changes to the Internal Revenue Code. With regard to executive compensation, the Tax Reform Act made widely...more

Whistleblower Risks at the Supreme Court

by NAVEX Global on

Later this year, the Supreme Court will rule on whether whistleblower protections under the Dodd-Frank Act apply only to people who report misconduct to the Securities and Exchange Commission (SEC). That is, people who report...more

Time to Revisit Executive Compensation Arrangements in Light of Recent Tax Reform

by Womble Bond Dickinson on

The Tax Cuts and Jobs Act of 2017 (the “Act”) signed into law on December 22, 2017, will significantly impact many public company executive compensation plans and arrangements. Companies should take this opportunity to...more

Code Section 162(m) Changes – What You Should be Thinking About Now

by Foley & Lardner LLP on

The “Bottom Line” - Learn the new rules for who is a “covered employee” and keep track of these individuals because “once a covered employee, always a covered employee” Evaluate compensation arrangements and contracts...more

Section 162(m) After the Tax Cuts and Jobs Act: What to Do Now

On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the Act), which includes significant changes to the executive compensation deduction rules in Section 162(m) of the Internal Revenue Code (Code)...more

Tax Bill: New Opportunity to Defer Tax on Certain Equity Awards and Repeal of Performance-Based Exception to 162(m)

The Tax Cuts and Job Act of 2017 was recently signed into law creating two important changes in executive compensation, which we outline below. The Tax Bill Permits Certain Employees to Elect to Defer Taxation of Qualified...more

Discretionary Director Compensation Subject to Entire Fairness Review

by White & Case LLP on

On December 13, 2017, on appeal from the Chancery Court, the Delaware Supreme Court in In re Investors Bancorp, Inc. Stockholder Litigation, Del. Supr., No. 169, 2017, Strine, C.J. (Dec. 13, 2017) ("Bancorp"), denied a motion...more

California Court of Appeal Holds that Demand Futility Must be Reassessed at Time of Filing of Amended Complaint

In Apple Inc. v. Superior Court, No. H044133, 2017 WL 6275830 (Cal. App. Dec. 11, 2017), the California Court of Appeal, Sixth District, considered whether a plaintiff asserting a shareholder derivative lawsuit must plead...more

Focus on ERISA - Tax Reform Includes Benefits and Compensation Provisions

by Dechert LLP on

On December 22, 2017, the tax reform bill, informally known as the Tax Cuts and Jobs Act (the “Act”), was signed by President Trump. As we noted in our prior OnPoint (available here) with respect to earlier versions of the...more

Draft regulations laying down major rules of the new investment support system in Poland already known

by Dentons on

The Government Legislation Center published on its website draft regulations on the introduction of a new system of investment support in Poland, including a key regulation on state aid to business. Among other things, the...more

Boards Beware: Delaware Supreme Court Limits Application of Deferential Standard for Reviewing Director Equity Awards

On December 13, 2017, the Delaware Supreme Court issued an opinion, In re Investors Bancorp, Inc. Stockholder Litigation, Case No. 169, holding that, except under limited circumstances, the court will not apply the...more

Pay Ratio Disclosure And The Sometimes Mythical Median Employee

by Allen Matkins on

Most, but not all, publicly traded companies are, or soon will be, drafting the disclosures required by Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act. That statute requires the Securities...more

Your Startup Should Not Be an LLC

by WilmerHale on

I’m a big believer in keeping things simple. Don’t make more work for yourself, especially if you’re a launching a startup. Growing a business, staffing it, and keeping ahead of the competition is more than enough for anyone...more

Supreme Court's Upcoming Whistleblower Decision May Dramatically Impact Compliance Programs

by BakerHostetler on

On November 28, 2017, the United States Supreme Court heard oral argument on whether whistleblowers are entitled to protection from retaliation under Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection...more

Examiners are Carefully Scrutinizing Financial Institutions’ Compensation Arrangements

by Ruder Ware on

It has come to our attention that some examiners have recently been carefully scrutinizing financial institutions’ employee compensation arrangements. Although it now appears unlikely that the proposed Dodd-Frank rules on...more

French Employment and Tax Reforms Set to Boost Private Equity Buyouts

by Latham & Watkins LLP on

President Macron recently unveiled employment and tax reforms to increase France’s appeal for deal makers. While France ranks highly as an investment destination for private equity firms, complex and inflexible French...more

Matters to Consider for the 2018 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for their 2018 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which...more

Whistleblower Status Up For Debate Before SCOTUS: Digital Realty Trust Inc. v. Somers

The nation’s top court will soon decide a key aspect of how employers should handle employee complaints about possible fraud or financial wrongdoing in the company that may violate federal laws. These situations provide...more

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