News & Analysis as of September 23, 2024

Golden Parachutes

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Golden Parachute is a term used to describe agreements between companies and employees (usually high-level executives) whereby employees are significantly compensated in the event employment is terminated. Typically, Golden Parachutes are implicated in the event of a merger or take-over of the original company and take the form of stock options, severance payments, and/or bonuses. less -

Change of Control: Golden Parachute Rules in the Sale Process

New Proxy Voting Reporting Requirements For Investment Managers For 2023-24 Annual Meeting Season

Goodwin on 5/21/2024

On November 2, 2022, the U.S. Securities and Exchange Commission (SEC) announced the adoption of amendments to Form N-PX and related rules to extend public company stockholder vote disclosure filing requirements beyond...more

2024 ISS Policy Update: Severance Arrangements

Stinson - Corporate & Securities Law Blog on 12/27/2023

It appears the lone ISS policy update for the US will be to Severance Agreements for Executives/Golden Parachutes. ISS will vote on a case-by-case basis on shareholder proposals requiring that executive severance...more

SEC Adopts Amendments to Increase Proxy Voting Transparency

Seward & Kissel LLP on 12/1/2022

The Securities and Exchange Commission (SEC) recently adopted rule and form amendments (Amendments) under the Investment Company Act of 1940 to enhance the information that mutual funds, exchange-traded funds, and other...more

Surprise, Surprise, Come On Open Your Eyes and Check the Tax Boilerplate and Operating Agreements

Holland & Hart - The Benefits Dial on 9/9/2022

We have referenced Code Section 280G and the golden parachute rules recently on this blog, and we have also discussed LLC equity incentives. It can be fun to see how these concepts play out in a practical way in executive...more

Stranger in a Strange Land: Surprising Applications of U.S. Golden Parachute Rules in Cross-Border Transactions

Proskauer - Employee Benefits & Executive... on 7/28/2022

Background - The “golden parachute” excise tax regime under Internal Revenue Code Sections 280G and 4999 (“Section 280G” and “Section 4999”, respectively) is at the core of both public and private U.S.-based transactions....more

SEC Proposes Amendment to the Shareholder Proposals Rule (14a-8) and Adopts Amendments to Rules Impacting Proxy Advisory Firms

Bass, Berry & Sims PLC on 7/22/2022

Last week, the Securities and Exchange Commission (SEC) voted 3-2 to take the following actions: Propose new amendments to Rule 14a-8, the shareholder proposal rule. Adopt new amendments to the rules regarding proxy...more

Change of Control: Golden Parachute Rules in the Sale Process

Lowenstein Sandler LLP on 4/7/2022

Darren Goodman, Megan Monson, and Taryn Cannataro provide a high-level overview of Section 280G issues that can arise when a private company considers selling (otherwise known as the golden parachute rules), including what...more

Free Fallin’…With a Golden Parachute

Holland & Hart - The Benefits Dial on 3/3/2022

For those who have been involved in the sale of a company, Section 280G of the Internal Revenue Code may sound familiar. Section 280G governs what the IRS considers to be “golden parachute payments” and is generally...more

Form and Substance: Why the Form of a Transaction is so Critical to Employee Benefits and Executive Compensation Strategy

Foley & Lardner LLP on 4/22/2021

The form of a corporate transaction sets the stage for the employee benefits and executive compensation (EBEC) strategy – in the scope of due diligence and purchase agreement negotiations and post-closing activity. The charts...more

When a Stick Tastes Like a Carrot - Post-Employment Payouts for College Coaches

Goulston & Storrs PC on 3/24/2021

Post-employment payouts are a hallmark of college and university coaching contracts. In the case of a not-for-cause termination, the purpose of post-employment payments is to honor the payment terms of the contract and...more

Don’t Forget! Refresher on Glass Lewis COVID-19-Related Guidance and ISS Compensation-Related FAQs

BCLP on 2/25/2021

For companies knee deep in proxy statement drafting and 2021 executive compensation decisions, we recommend a quick refresher on Glass Lewis’ December 2020 Approach to Executive Compensation in the Context of the COVID-19...more

President Biden Signs Executive Order Establishing Ethics Pledge

Skadden, Arps, Slate, Meagher & Flom LLP on 2/9/2021

On January 20, 2021, President Joe Biden signed an executive order, “Ethics Commitments by Executive Branch Personnel,” requiring certain appointees to sign an ethics pledge (Biden Pledge). Similar to presidential ethics...more

Biden Executive Order Significantly Broadens Ethics Requirements for Appointees

Perkins Coie on 1/22/2021

In one of his first official acts, President Biden signed an executive order that sets stringent ethics rules for incoming executive branch appointees. The Executive Order on Ethics Commitments by Executive Branch Personnel...more

Glass Lewis Announces 2021 Proxy Voting Policy Guidelines

Fenwick & West LLP on 12/10/2020

Glass Lewis announced updates to its United States Proxy Voting Policy Guidelines late November 2020. The 2021 Proxy Voting Policy Guidelines include a variety of changes from the 2020 version, including new provisions...more

Glass Lewis’ 2020 Proxy Season Review: Boards Become Increasingly Younger

BCLP on 11/16/2020

Glass Lewis (“GL”) recently issued its 2020 Proxy Season Review (U.S.) (the “Report”) covering the U.S. 2020 Proxy Season (i.e., January 1, 2020 through June 30, 2020). GL reported on certain 2020 shareholder voting trends...more

18th Annual Corporate Governance & Executive Compensation Survey 2020

A&O Shearman on 10/2/2020

In last year’s Survey, we noted that concern for environmental and social issues (the “E” and the “S” of “ESG”) had reached an inflection point, having taken center stage from the more traditional governance issues (the “G”...more

Management Carve-Out Plans

Mintz Edge on 7/22/2020

A company may find itself in a position to sell for a variety of reasons: a sale may be necessary to continue its growth, a potential buyer made an offer too good to pass up, or the owners are simply looking towards their...more

In Our Shangri-La – Terms for Code Section 280G Golden Parachute Taxes in Employment Agreements

Holland & Hart - The Benefits Dial on 7/13/2020

Even in the current economic and business disruptions caused by COVID-19, we are still seeing key executive hiring go forward. Executive employment agreements contain many tax terms, and while some are largely boilerplate...more

IRS Releases Proposed Regulations on Executive Compensation for Tax-Exempt Organizations

Morgan Lewis on 6/15/2020

The Internal Revenue Service and US Department of the Treasury have released proposed regulations governing the excise tax imposed by Internal Revenue Code Section 4960 on certain executive compensation paid to employees of...more

Executive Compensation at Tax-Exempt Organizations Back in the Limelight – IRS Issues New Guidance

Seyfarth Shaw LLP on 6/12/2020

Seyfarth Synopsis: The IRS recently issued proposed regulations providing guidance under Internal Revenue Code (“Code”) Section 4960, which provides for an excise tax on tax-exempt organizations that pay certain executives in...more

IRS Issues Proposed Regulations for Tax on Nonprofit Executive Compensation

Cozen O'Connor on 6/11/2020

The Internal Revenue Service has issued proposed regulations describing the rules regarding the 21 percent excise tax on compensation over $1 million and excess parachute payments paid by tax-exempt organizations to certain...more

Legislative Highlights for Oregon Employers in 2020

Littler on 2/14/2020

Oregon’s active 2019 legislative session has prompted the need for several policy and handbook updates for employers doing business in Oregon. This Insight provides an overview of the most notable recent employment law...more

2020 Compensation Committee Handbook

Skadden, Arps, Slate, Meagher & Flom LLP on 1/21/2020

Skadden’s Executive Compensation and Benefits Group is pleased to provide you with its 2020 Compensation Committee Handbook. This edition reflects updates in applicable law and practices, including developments in director...more

Corporate Governance & Executive Compensation Survey 2019

A&O Shearman on 9/11/2019

Concern for environmental and social issues has reached an inflection point. While traditional governance issues that have been a staple of investor advocacy and discussion (the “G” of ESG) continue to be important,...more

Oregon Enacts Sweeping #MeToo Law

Ogletree, Deakins, Nash, Smoak & Stewart,... on 7/9/2019

On June 11, 2019, Governor Kate Brown signed into law the Oregon Workplace Fairness Act (SB 726), which will significantly impact all Oregon employers. The Act addresses concerns of the #MeToo movement by imposing strict...more

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Golden Parachutes

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