Current Executive Compensation Trends in Private Equity Transactions — Troutman Pepper Podcast
Imminent Shift: Preparing for the T+1 Settlement Impact on Equity-Based Compensation — The Consumer Finance Podcast
Equity Award Delegations for Publicly Traded Companies — The Consumer Finance Podcast
PODCAST: Williams Mullen's Benefits Companion - Using Equity Incentives to Attract and Retain Key Team Members
Revisiting Executive Compensation and Employee Incentive Plans
Startup Compensation: Tips to Avoid Liability and Keep Your Investors Happy
I-18- DC Update on Joint Employer and OT Issues, and Part 1 of an Expert Interview on Pay Equity Audits
Performance Based Equity Compensation
The Delaware Court of Chancery issued a post-trial opinion, on January 30, 2024, in Tornetta v. Musk, holding that Tesla’s board of directors (the “Board”) breached its fiduciary duties in awarding CEO Elon Musk (with the...more
The Case: A Tesla stockholder sued Tesla's board of directors to rescind a performance-based stock option grant awarded to Elon Musk, Tesla's CEO. The option award was worth a total of $56 billion and offered the opportunity...more
The Delaware Chancery Court invalidated a substantial equity award to Elon Musk – the largest in history. It applied the entire fairness test instead of the more deferential business judgment rule, finding that Musk...more
Glass, Lewis & Co (Glass Lewis) and Institutional Shareholder Services (ISS) have both released updates to their Canadian proxy voting guidelines for the 2023 proxy season. The Glass Lewis updates apply to shareholder...more
In our November 2, 2021 blog post, we highlighted a number of considerations for the 2022 proxy season. Based on recent developments, the following are some additional items...more
Equity-based awards are often a significant element of a company’s compensation program. However, unlike more broad-based employee benefit programs, which are generally only subject to federal laws, equity-based compensation...more
In December 2019, Institutional Shareholder Services (“ISS”) published updates to its FAQs for its U.S. Compensation Policies and its policies related to U.S. Equity Compensation Plans with respect to annual meetings...more
Climate Scorecard. At this point, public companies are keenly aware of the growing emphasis shareholders place on companies’ practices in regard to environmental, social and governance (“ESG”) issues. In furtherance of that...more
As 2019 comes to an end, we are happy to present our traditional End of Year Plan Sponsor “To Do” Lists. This year, we present our “To Do” Lists in four separate Employee Benefits Updates. Part 1 covered year-end health and...more
Recently, Institutional Shareholder Services (ISS) and Glass Lewis released revisions to their respective proxy voting guidelines for 2020. The ISS and Glass Lewis updates applicable to U.S. companies are discussed separately...more
On November 11, 2019, Institutional Shareholder Services, Inc. (“ISS”) published its proxy voting guidelines updates (the “2020 Updates”) for the 2020 proxy season, effective for meetings on or after February 1, 2020. The...more
Quick: Does your company have any insiders who either now or in the future may own $90 million or more in company stock? The CEO? The founder? A member of the board? If so, then now is the time for a crash course in the...more
The trend of including director-specific limits on the size of annual equity awards to non-employee directors under long-term incentive plans (“LTIPs”) continues to pick up steam, as evidenced by our survey of LTIPs filed...more
SEC Penalizes Company for Non-Compliance with Equal or Greater Prominence Requirement in Earnings Releases - In late December, the SEC settled its first “equal or greater prominence” enforcement action under its non-GAAP...more
The purpose of granting equity to management, employees and certain consultants is to align the interests of the parties pivotal to the growth of your company with the interests of investors. There are a number of different...more
In December 2018, Institutional Shareholder Services (“ISS”) published updates to its FAQs for its U.S. Compensation Policies and its policies related to U.S. Equity Compensation Plans with respect to annual meetings...more
On July 18, 2018, the Securities and Exchange Commission (SEC) issued a concept release soliciting public comment on ways to modernize Rule 701 and Form S-8 of the Securities Act of 1933 to account for recent developments...more
We have previously encouraged our readers to focus on the size of their director pay packages and the processes their boards undertake in setting director compensation. Prior focus on these issues was recommended largely as a...more
Human nature being what it is, the law, in its wisdom, does not presume that directors will be competent judges of the fair treatment of their company where fairness must be at their own personal expense. According to the...more
The Delaware Supreme Court found in In re Investors Bancorp Stockholders Litigation that director equity grants based on director discretion are subject to an entire fairness standard of review. ...more
Earlier this month, in In re Investors Bancorp, Inc. Stockholders Litigation, the Delaware Court of Chancery reiterated its view that placing a meaningful limit on director equity awards to be granted under a stockholder...more
Institutional Shareholder Services (ISS) and Glass, Lewis & Co (Glass Lewis) have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2017 proxy season. The ISS updates apply to...more
In response to recent lawsuits by the plaintiffs’ bar, I have previously posted about why public company employers may wish to consider adding a separate annual limit on non-employee director equity awards. Just last month...more
With calendar year companies currently in the midst of drafting their proxy statements, it is time to consider the often overlooked director compensation disclosures. Changes in director compensation arrangements. ...more
The Executive Compensation and Benefits Group at Skadden, Arps, Slate, Meagher & Flom LLP is pleased to provide you with this second edition of its Compensation Committee Handbook. This edition reflects developments in...more