News & Analysis as of

C-Suite Executives Executive Compensation

Nutter McClennen & Fish LLP

IRS Issues New Proposed Regulations Under 162(m)

On January 14, 2025, the Internal Revenue Service (the “IRS”) issued new proposed regulations under section 162(m) of the Internal Revenue Code (the “Code”), supplementing regulations already in effect. Under section 162(m),...more

WilmerHale

“Computed Without Regard to Taxes Paid”: The Individual Tax Consequences of Compensation Clawbacks

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Compensation clawbacks can raise difficult, and often adverse, tax issues for employees and other service providers. Specifically, for clawbacks that are effected on a gross (pretax) basis, questions arise as to how the...more

Venable LLP

December 1 Deadline Nears for Adoption of Clawback Policies

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Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more

Amundsen Davis LLC

[Webinar] The Biden Administration: What Businesses Need to Know - Tax Changes on the Horizon with the Biden Administration -...

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The Biden administration is signaling significant policy shifts. Business owners and C-Suite executives are encouraged to join us for a series of complimentary webcasts discussing these likely changes and how they will impact...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

5 Key Executive Compensation Trends and Issues for 2021

The 2021 executive compensation season will be more challenging than usual for most companies due to the financial and economic consequences of the COVID-19 pandemic. To meet these challenges, companies should be aware of...more

Williams Mullen

[Webinar] Helping Employers Navigate the CARES Act & FFCRA Provisions - April 17th, 11:00 am - 12:00 pm EST

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While the Coronavirus Aid, Relief, and Economic Security (CARES) Act and the Families First Coronavirus Response Act (FFCRA) were created to provide economic relief to businesses and individuals impacted by the COVID-19...more

Health Care Compliance Association (HCCA)

DOJ Is Trying to 'Incentivize Higher-Quality Compliance,' Former Official Says

Report on Medicare Compliance 28, no. 44 (December 16, 2019) - One way to find out whether compliance and integrity have seeped into the bones of an organization is asking people who would know. There may be a compliance...more

Saul Ewing LLP

Why Executive Compensation is Your Most Important Investment

Saul Ewing LLP on

Running a successful business, regardless of its size or industry, requires building and motivating a talented team. With that said, all  "business assets" are not created equal when it comes to  influencing  the bottom line....more

Jones Day

Proposed UK Corporate Governance Reforms Target Executive Pay Justification, Employee Engagement

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The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more

King & Spalding

Final Section 162(m) Regulations Clarify Exceptions to $1 Million Deduction Limit

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Section 162(m) of the Internal Revenue Code ("Section 162(m)") limits the tax deduction that a publicly held corporation may take with respect to compensation paid to each of the corporation's chief executive officer and its...more

Allen Matkins

Conduct Unbecoming Of An Officer And An Employee?

Allen Matkins on

In proposing executive compensation recoupment rules, the Securities and Exchange Commission either overlooked or failed to recognize an important legal distinction. The proposed rules would require national securities...more

Allen Matkins

The SEC’s Unconvincing Case Against Indemnification

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The Securities and Exchange Commission’s proposed rules take a hard line against issuers indemnifying executives against clawbacks: We believe that indemnification arrangements may not be used to avoid or nullify the recovery...more

Spilman Thomas & Battle, PLLC

Facing Merger Challenges. In 5, 4, 3, 2, 1……

A few weeks ago, a writer for a banking magazine asked my top five challenges to a successful bank merger. That is a loaded question! The challenges to complete a merger agreement, the challenges to close the merger, and the...more

Proskauer - Employee Benefits & Executive...

First Circuit Reviews Top Hat Plan Benefits Denial for Abuse of Discretion

The First Circuit recently applied an abuse of discretion standard of review to a claim for top hat plan benefits. Plaintiff Robert Niebauer, a former executive of Crane, brought a claim for executive severance plan benefits...more

Brooks Pierce

The SEC Doesn’t Love Secret Perks for Executives

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If you find yourself as the CEO of a public company, you’ll probably find pluses and minuses. You’ll have to work really hard, but it can be lucrative, too. You can get paid a lot of money. And your company can pay you...more

Wilson Sonsini Goodrich & Rosati

IRS Releases Amended Section 162(m) Regulations Clarifying How to Preserve the Deductibility of Certain Compensation for Public...

The Internal Revenue Service recently amended the regulations under Internal Revenue Code Section 162(m). Section 162(m) applies to publicly held companies and generally limits the tax deduction that a public company is...more

Akin Gump Strauss Hauer & Feld LLP

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

Cooley LLP

Blog: How Many Hours Does It Take To Create Pay-Ratio Rules?

Cooley LLP on

The WSJ is reporting that the SEC staff has spent an aggregate of 7,196 hours since 2011 working on the development of the still-in-the-proposal-stage pay-ratio disclosure rules required under Dodd-Frank....more

Cooley LLP

Blog: Are We Aligning Pay To The Wrong Performance Metrics?

Cooley LLP on

As discussed in this article in Compliance Week, this report, “The Alignment Gap Between Creating Value, Performance Measurement, and Long-Term Incentive Design Sustainable,” by Organizational Capital Partners and the...more

Cooley LLP

Blog: Will The New Coca-Cola Guidelines Become The “Classic” Model Or Just “New Coke”?

Cooley LLP on

Coca-Cola’s decision to scale back the use of its equity compensation plan and adopt “equity stewardship guidelines” has certainly received a lot of press – for an equity plan, that is. (See for example, these pieces, in the...more

Foley & Lardner LLP

Prepare to Attract Rock Stars from Day One: A Framework for Considering Equity Compensation in the C-Suite

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As your company grows, you may reach a point when you want to bring in big talent, whether it be a new CFO, Director of Marketing, or someone to take your brand into a new space. Many of these so-called “rock stars” may be...more

Allen Matkins

An Epic Question: Is This Pay Ratio Too Large, Too Small or Just Right?

Allen Matkins on

California’s corporate tax rate is currently 8.84%. According to the California Taxpayer’s Association, only nine states (Alaska, Connecticut, Illinois, Iowa, Maine, Minnesota, New Jersey, Pennsylvania and Rhode Island) have...more

Mintz

The Affordable Care Act & the Impact on the C-Suite – Interview with Alden Bianchi, Member, Mintz Levin

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Attorney Alden Bianchi, Practice Group Leader of Mintz Levin's Employee Benefits & Executive Compensation Practice, discusses why the Affordable Care Act makes health care benefits something that should be top-of-mind to...more

Foley & Lardner LLP

Setting the Exercise Price of Stock Options

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While there are many differences between large and small employers when it comes to executive compensation, one common issue confronted by employers of varying sizes is how to set the exercise price of stock options....more

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