News & Analysis as of

Executive Compensation

SEC Brings Enforcement Action for Inadequately Documented Perks but Does Not Impose Penalty

The SEC charged a biopharmaceutical company with committing a series of accounting controls and disclosure violations, including the failure to properly report as compensation millions of dollars in perks provided to its...more

Tax Reform Passes The Next Hurdle -- The Senate

by Seyfarth Shaw LLP on

This is the second issue in a planned series of alerts for employers on selected topics on tax reform. The series of Tax Reform Management Alerts is designed to provide an in-depth analysis of executive compensation and...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

Year-End Public Company Reporting Update

by Cohen & Gresser LLP on

With Halloween and Thanksgiving, thoughts naturally turn to year end reporting obligations. Here’s a brief summary of some changes in reporting requirements that will affect U.S. public companies in the coming year, as well...more

Tax Reform: Nonprofits and their Executives Brace for Impact

The Senate voted yesterday to begin formal negotiations with the House of Representatives to reconcile their two versions of the Tax Cuts and Jobs Act, a bill that seeks to make sweeping changes to federal tax law....more

Tax-Exempts And Public Companies Beware – Major Changes To Executive Compensation Tax Rules Loom

by Jackson Lewis P.C. on

On December 2, 2017, the U.S. Senate passed its version of the Tax Cuts and Jobs Act (the “Senate Bill”). Our Benefits Law Advisors blog previously discussed some of the major provisions of a draft House of Representatives...more

2018 Proxy Season – Quick Reference Guide

by Shearman & Sterling LLP on

Death, taxes and proxy season. Although it may seem like you just filed your 2017 proxy, the 2018 proxy season is on the horizon. This quick reference guide identifies considerations based on themes from 2017, offers...more

Equity Compensation Rules Continue to Change in Latest Proposed Tax Reform Bill

by Fenwick & West LLP on

The tax reform bill passed by the Senate early Saturday morning, December 2, in a 51-49 vote contained a number of last-minute amendments which, among other things, continue to leave key equity compensation rules in flux....more

Senate Stays Up Late to Approve Tax Bill

Early in the morning on Saturday, December 2, 2017 (it was nearly 2 AM Eastern!), the Senate voted 51-49, drawn mostly along party lines, to pass its version of the tax reform bill described in our previous blog posts....more

Tax-Exempt Healthcare Organizations Brace for Impact as Senate Tax Reform Bill Passes

Update. We described in a previous blog post major changes that tax-exempt hospitals and other tax-exempt organizations in the healthcare industry face in the tax reform proposals working their way through Congress. In the...more

Federal Tax Reform Bill Makes Significant Changes Related to Executive Compensation

by Davis Wright Tremaine LLP on

On November 16, the House of Representatives passed its version of the Tax Cuts and Jobs Act, and the Senate passed its version of the bill on December 2. Although the House and Senate must first reconcile their respective...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

Update: Executive Compensation Ramifications of Proposed Tax Cuts and Jobs Act

by Latham & Watkins LLP on

Proposed tax reform legislation includes several provisions that will affect the treatment of executive compensation. Key Points: ..The current House and Senate bills remove the previously proposed Section 409B1 and...more

Final Senate Tax Bill: Outlook for Tax-Exempt Organizations

by McDermott Will & Emery on

The Senate’s final tax reform bill contains several troubling provisions for tax-exempt organizations but represents an improvement over last month’s proposed legislation, which caused concern across the nonprofit sector. ...more

House Passes Tax Bill; Senate Proposal on Track for Vote

On November 2, 2017, House Ways and Means Committee Chairman Kevin Brady (R-TX) introduced H.R. 1, the “Tax Cuts and Jobs Act” (the “Initial House Bill”). Our previous alert discussed the possible impact of certain provisions...more

Fifth Circuit Affirms Dismissal of Claims Relating to Pre-Petition Payments to D&O’s

The Fifth Circuit, in In the Matter of: ATP Oil & Gas Corp. (Tow v. Bulmahn, et. al.), dismissed breach of fiduciary duty claims and fraudulent transfer claims brought by a chapter 7 trustee relating to cash bonuses and...more

2017 Year-End Federal Tax Reform Proposals

by Burns & Levinson LLP on

The proposed federal tax reform now being considered in Congress would make many changes after this year, if passed into law. The following areas are under consideration as of November 27, 2017 for domestic businesses,...more

Take 5 Newsletter - November 2017

by Epstein Becker & Green on

Five Issues in Focus for Financial Services - For this edition of the Take 5 for financial services, we focus on a number of very well-publicized issues. The tidal wave of sexual harassment allegations that followed the...more

Alert: Equilar Peer Submission Process Now Open

by Cooley LLP on

Glass Lewis uses Equilar Market Peers to analyze companies' executive pay and relative company performance when formulating say-on-pay vote recommendations for its institutional investor clients. When developing Market Peers,...more

Comparison of the Executive Compensation Provisions in the Tax Cuts and Jobs Act

by Proskauer - Tax Talks on

On November 20, 2017, the Senate Finance Committee released legislative text of its version of the Tax Cuts and Jobs Act, which contains proposals modifying certain executive compensation provisions of the Internal Revenue...more

Tax Reform: Employee Benefits

by Seyfarth Shaw LLP on

This is the first issue in a planned series of alerts for employers on selected topics on tax reform. The series of Tax Reform Management Alerts is designed to provide an in-depth analysis of executive compensation and...more

ISS Releases 2018 Voting Policy Updates

by White & Case LLP on

On November 16, 2017, Institutional Shareholder Services ("ISS") published updates to its benchmark proxy voting policy applicable to shareholder meetings held on or after February 1, 2018. The policy updates are the...more

Blog: Do Performance Metrics Based On rTSR Transform An Equity Award Into A Lottery Ticket?

by Cooley LLP on

According to a 2017 report from Equilar, an executive compensation data firm, “relative total shareholder return” continues to be the most common performance measure used in long-term incentive plans for CEOs among S&P 500...more

Alert: ISS Peer Group Submission Process for 2018 Annual Meetings

by Cooley LLP on

Each year, Institutional Shareholder Services (ISS) constructs its own peer groups to analyze companies' executive pay and relative company performance. In doing so, it takes into account each company's self-selected peer...more

House and Senate Legislators Take Significant Steps Toward Tax Reform

by Ropes & Gray LLP on

On Thursday, November 16, 2017, House and Senate legislators took significant steps towards achieving the most extensive tax reform in over a decade, with the passage of the Tax Cuts and Jobs Act by the House of...more

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