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Corporate Law & Governance Update - February 2018

by McDermott Will & Emery on

New Board Removal Action - The removal of four Wells Fargo directors, in connection with other sanctions imposed on the bank by the Federal Reserve, has far reaching implications for the corporate governance of large,...more

Are Your 2018 Benefit Changes Legally Effective?

ERISA requires that benefit plans contain formal procedures for the adoption of amendments to the plan, including the underlying benefit programs. However, many employers routinely implement annual changes to their health and...more

Delaware Court Of Chancery Invalidates Written Consent Of The Majority Of Common Stockholders Purporting To Remove And Replace CEO...

by Shearman & Sterling LLP on

On January 10, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery granted a motion for judgment on the pleadings to plaintiffs, the CEO and another director of TradingScreen Inc., invalidating a written...more

Delaware Court of Chancery Issues Important Decisions Addressing Stockholder Agreements

The Delaware Court of Chancery recently issued two important decisions addressing the interpretation and effects of stockholders' agreements. In Schroeder v. Buhannic, the Court of Chancery refused to interpret a...more

[Webinar] Issues and Recent Developments in Art Law, Part 1: Lending Issues - Wealth Management - February 21st, 11:00am CT

by Locke Lord LLP on

Please join Christie’s and the Locke Lord LLP Art Law Group for an informative discussion on current lending issues affecting art. Wednesday, February 21, 2018, 11:00 a.m. - 12:30 p.m. (Central. Program will promptly begin...more

Blog: Want A Preview Of Pay-Ratio Disclosure? Equilar Releases Pay-Ratio Survey Data

by Cooley LLP on

Equilar has just released the results of an anonymous survey of public companies, with 356 respondents, which asked these companies to indicate the CEO-employee pay ratios they anticipated reporting in their 2018 proxy...more

Investment Funds Update Europe: Legal and regulatory updates for the funds industry from the key asset management centres and...

by Dechert LLP on

FCA issues statements on distributed ledger technology - The FCA published a feedback statement in December 2017 regarding its April 2017 discussion paper on distributed ledger technology (DLT), or blockchain....more

Impact of Compensation-Related Litigation on Public Companies

Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...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

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

Corporate Law & Governance Update - January 2018

by McDermott Will & Emery on

Technology-Driven Disruption - Recent news stories and governance publications serve to underscore the challenge to health systems posed by innovation-based business model disruption. Health care boards will be expected to...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

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

The President Receives an Early Christmas Present: Congress Approves Landmark Tax Bill – What Will this Mean for Executive...

On Friday, December 15, 2017, Congress put forth a final version of the Tax Cuts and Jobs Act, which would signify the largest piece of tax legislation in over thirty years if signed into law. Early in the morning on December...more

Top Considerations for Companies Engaging in Political Expression

by Perkins Coie on

We all know to avoid the topic of politics with family and friends at the holidays, but in recent months, American companies and the CEOs who lead them have spoken publicly on social and political issues like never before....more

Were The SEC’s Pay Ratio Rule Efforts Valiant?

by Allen Matkins on

James D.C. Barrall recently published a listing of ten consensuses on CEO pay ratio planning. He begins with the following...more

United States: Entrepreneurs And Success

by Dentons on

Great entrepreneurs keep the basics front and center. Some of the best ideas and opportunities flame out when leaders lose sight of this basic reality....more

Segway Competitor Rolls Away from Former CEO’s Attempt to Force Arbitration

by Zuckerman Spaeder LLP on

A party seeking to enforce a contract has to show mutual assent, also referred to as “a meeting of the minds.” In other words, both parties actually have to agree on the same thing. If the parties don’t agree, then a contract...more

Preparing for Tax Reform: The Current State of Play on Proposed Changes to Executive Compensation and Employee Benefits

On November 16, 2017, the House of Representatives voted to approve its version of the Tax Cuts and Jobs Act. The Senate is expected to vote on its version of the bill following the Thanksgiving break, which would require a...more

Mitigating Employment Litigation Landmines With Workplace Diversity and Inclusion Efforts

Meaningful diversity and inclusion efforts in the workplace have evolved from being the right thing to do to being the smart thing to do—and now they are quickly moving toward being the essential thing companies must do to...more

Tax Reform: The Shifting Landscape of Executive and Equity Compensation

The House and Senate propose wide-sweeping amendments to the tax rules regarding executive and equity compensation that would affect public and private for-profit companies as well as tax-exempt organizations. The House...more

Tax Cuts and Jobs Act

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

GE, Corporate Jets and Compliance

by Thomas Fox on

When do a corporate jets become a compliance issue? That is perhaps one question that is being asked at General Electric (GE) since the revelation came to light that during the tenure of the former Chief Executive Officer...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

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