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

The Problem With Multiple Loans

by Ary Rosenbaum on

When drafting new 401(k) plans, I always recommend allowing for a loan provision. I know there are quite a few plan providers who don’t want any provisions that allow “leakage” of retirement assets, but I believe that when...more

The DOL Fiduciary Rule: Charting A Course, Avoiding Collisions & Potential Litigation Q&A #4 - Q&As on Annuity Sales Practices,...

by Carlton Fields on

For the past several months, we have written about potential litigation issues under the “revised temporary” DOL Rule involving the offer and sale of annuities in the IRA market. This article continues that discussion. Recall...more

The DOL’s Fiduciary Rule: An Update And Practical Advice

by Carlton Fields on

This updates our August 15 blog entry, which targeted employers who sponsor retirement or welfare plans and are concerned about their fiduciary liabilities for properly selecting service providers....more

Plan Sponsors Should Take Action during the New Fiduciary Rule Transition Relief Period

On November 29, the Department of Labor (DOL) announced an extension to July 1, 2019, of the previously established deadline for transition relief from many provisions of the new fiduciary rule applicable to investment...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

The Supreme Court To Clarify Who Is A Whistleblower Under The Dodd-Frank Act; Employers Have A Reason To Be Hopeful

by Seyfarth Shaw LLP on

Seyfarth Synopsis: Following oral argument, employers can be cautiously optimistic that the U.S. Supreme Court will hold that the Dodd-Frank Act’s anti-retaliation protections apply only to those employees who have made a...more

The Impact on Taxation of PassThroughs if House Tax Cuts and Jobs Act Passes

On November 2, 2017, the House of Representatives (the "House") introduced the Tax Cuts and Jobs Act ("H.R.1"). This bill, if passed, would make fundamental changes in the taxation of businesses operated in pass-through form....more

SEC's Latest Guidance Clarifies Rule 701 Disclosure Delivery Requirements

by Fenwick & West LLP on

The U.S. Securities and Exchange Commission (SEC) on November 6, 2017, clarified the requirements for delivering financial and other disclosures to employees and other service providers receiving options and other equity...more

UPDATE: Three Significant Takeaways from the Tax Cuts and Jobs Act

by Polsinelli on

This update to our Tax Alert on Nov. 2nd describes additional key provisions in the “Tax Cuts and Jobs Act” (H.R. 1), released by the Chairman of the House Ways and Means Committee on Nov. 2nd, as well as the Chairman’s...more

ISS Issues Proposed Policy Changes for 2018 Proxy Season

by White & Case LLP on

On October 26, 2017, Institutional Shareholder Services ("ISS") issued draft proposed policy changes for the 2018 proxy season (the "Draft Changes").1 The Draft Changes for US companies are grouped in three categories:...more

ISS Releases Proposed Policy Changes for 2018 Proxy Season

by Goodwin on

On October 26, 2017, Institutional Shareholder Services (ISS) released certain proposed changes to its 2018 U.S. voting policies for comment. The proposals relate to non-employee director compensation, poison pills and gender...more

Treasury Department Urges Principles-Based Regulation of Money Managers; Delay of Implementation of Liquidity Risk Management and...

by Morrison & Foerster LLP on

The U.S. Department of the Treasury’s report on asset management and insurance recommends, among other things, a delay in implementation of the SEC’s liquidity risk management rule and the Department of Labor’s fiduciary...more

Treasury Report Addresses Regulatory Approaches Affecting Investment Companies and Their Advisers

by Pepper Hamilton LLP on

As required by President Trump’s Executive Order 13772, the U.S. Department of the Treasury issued a report, “A Financial System That Creates Economic Opportunities, Asset Management and Insurance,” addressing the regulatory...more

Dutch dividend withholding tax

by Hogan Lovells on

On an international front, it has been announced that the new cabinet to be established in the Netherlands intends to abolish Dutch dividend withholding tax with effect from 1 January 2019. ...more

Deciding Not To Look Away: Ethics v. Compliance

by Pessin Katz Law, P.A. on

For most of us, we do not get into trouble for intentionally doing something wrong. We do not steal. We do not commit fraud. We do not hurt people on purpose. But, if we are truthful with ourselves, we have sometimes looked...more

Traditional UK Employment Law Means Gig Economy Transactions Could Be Hard Work For M&A Deal Teams

by Latham & Watkins LLP on

Companies operating in the “gig economy”, using a largely self-employed workforce, have enjoyed enormous growth in recent years and have made popular M&A targets. In the UK, these companies have come into conflict with...more

The DOL Fiduciary Rule: Charting a Course, Avoiding Collisions & Potential Litigation Q&A #2 - Q&As on Annuity Sales Practices,...

by Carlton Fields on

Last month, we wrote about potential litigation issues under the “revised temporary” DOL Rule involving the offer and sale of annuities in the IRA market. This paper continues that discussion. I emphasize to the reader that...more

The Fiduciary Rule Status Update

by Carlton Fields on

On April 8, the Department of Labor published the so-called "Fiduciary Rule." It defines who is an employee benefit plan’s "fiduciary" for purposes of the Employee Retirement Income Security Act (ERISA) and the Internal...more

Further ESOP Transaction Guidance Set Forth in Latest DOL Settlement Agreement

by Holland & Knight LLP on

On the heels of a recent settlement agreement with an institutional employee stock ownership plan (ESOP) trustee, the U.S. Department of Labor (DOL) and individual trustee James F. Joyner III (Joyner) entered into a...more

SEC Issues New Guidance on Pay Ratio Rule, Emphasizing “Flexibility” of Median Employee Pay Calculation

by Smith Anderson on

On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release to assist public companies in complying with the SEC’s pay ratio rule. The SEC’s interpretive release emphasized the...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

P&G is banking on “a variation of America’s electoral arithmetic” as its best bet for keeping Trian’s Nelson Peltz away from its board. So . . . we’ll see him on there soon [?]....more

Employee Benefits Developments - September 2017

by Hodgson Russ LLP on

Arbitration Clause in Employee Handbook Requires Participant to Arbitrate Fiduciary Breach Claims Against Investment Advisor - Cooper v. Ruane Cunniff & Goldfarb Inc. (S.D.N.Y. 2017) - In a major victory for an...more

"It all sounds very reasonable..." New SEC Guidance Emphasizes Reasonableness and Flexibility in CEO Pay Ratio Disclosure

by Seyfarth Shaw LLP on

On September 21, 2017, the Securities and Exchange Commission (the “SEC”) published an interpretative release and related compliance and disclosure interpretations (“C&DIs”) for registrants regarding the CEO pay ratio...more

DOL Settlement Agreement Provides ESOP Transaction Guidance

by Holland & Knight LLP on

• The U.S. Department of Labor (DOL) and First Bankers Trust Services Inc. (FBTS) have entered into a settlement agreement filed in U.S. District Court for the Southern District of New York, resolving a case challenging FBTS'...more

401(k)/403(b) Loan Borrowers – Check Your Paystubs!

by Foley & Lardner LLP on

A recent tax court case, Louelia Salomon Frias, v. Commissioner, TC Memo 2017-139, illustrates why it is good practice to verify that employee loan repayments have been timely deducted. Plan Loan Requirements. An employer...more

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