Andrew Liazos presented on 162(m) deduction limitations and transition rules at NYU’s 77th Institute on Federal Taxation. Amongst other topics, he discussed key changes for employers under the 2017 Tax Cuts and Jobs Act, the...more
Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC both recently issued their annual proxy voting guideline updates. As revised, these guidelines have important implications for companies preparing for the...more
Summary of Key Changes –
..Applies to all noncompetition agreements entered into on or after October 1, 2018
..Generally limits post-employment noncompetition periods to amaximum duration of 12 months
..24 months...more
On August 21, 2018, the IRS issued guidance regarding recent statutory changes made to Section 162(m) of the Internal Revenue Code. Overall, Notice 2018-68 strictly interprets the Section 162(m) grandfathering rule under the...more
The Massachusetts legislature’s recent approval of a comprehensive non-competition reform bill includes significant restrictions for employers seeking to impose non-compete obligations on Massachusetts workers. The...more
Section 162(m) of the Internal Revenue Code (Code) previously limited the tax deduction to $1M annually for covered employee compensation paid by a company that is publicly traded, subject to some important exceptions. The...more
On November 14, 2017, Senate Finance Committee Chairman Orrin Hatch (R-UT) released a new modified mark of the Senate version of the Tax Cuts and Jobs Act that modifies provisions related to Internal Revenue Code (Code)...more
The US House of Representatives Committee on Ways and Means proposed Tax Cuts and Jobs Act intends to reduce corporate and individual tax rates. To pay for the proposed changes, the House Tax Bill would, if enacted,...more
During the previous quarter, the SEC confirmed that CEO pay ratio disclosure will go into effect as scheduled for the 2018 proxy season. They further announced a new policy permitting qualifying issuers to submit draft...more
The SEC recently confirmed that the new CEO pay ratio disclosure rules mandated in the Dodd-Frank Act will go into effect in the 2018 proxy season. To assist companies in preparation of the new disclosure, the SEC published...more
In early 2017, the IRS updated its Golden Parachute Payments Audit Technique Guide for the first time since its 2005 issuance. While intended as an internal reference for IRS agents conducting golden parachute examinations,...more
A US District Court recently dismissed a claim that an insider’s election to satisfy an income tax obligation by having shares withheld from the delivery of an award constituted a non-exempt sale of shares back to the issuer...more
With approximately 68 million US employees without access to a retirement savings plan through an employer, there has been increased movement by states to sponsor retirement type arrangements for private sector employees....more
The first quarter of 2017 saw quite a few new developments in the Capital Markets & Public Companies regulatory landscape. President Trump’s nominee to be the new Chair of the Securities and Exchange Commission (SEC), Jay...more
4/20/2017
/ Broker-Dealer ,
Capital Markets ,
Emerging Growth Companies ,
Final Rules ,
Foreign Private Issuers ,
Hyperlink ,
IFRS ,
Rule 15c6-1(a) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Settlement Cycles ,
Securities Transactions ,
XBRL Filing Requirements
As 2016 drew to an end, the US Securities and Exchange Commission (SEC) kept up its pace to close out a busy year. In addition to issuing proposed rules for universal proxies, the SEC released several new Compliance &...more
1/30/2017
/ Bylaws ,
C&DIs ,
Director Compensation ,
Equity Plan Scorecard (EPSC) ,
Equity Plans ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Non-GAAP Financial Measures ,
Overboarding ,
Pay Equity Laws ,
Proxy Access Rule ,
Proxy Voting Guidelines ,
Rule 147 ,
Rule 147A ,
Rule 504 ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Tax Deductions
On November 9, 2016 Andrew Liazos presented at the New York City Bar. He discussed innovative approaches used by public companies during the 2016 proxy season for disclosing executive compensation practices. Andrew addressed...more
“Top hat plans” have many attractive features, but a new court decision is a reminder that top hat plan participants have limited protections under ERISA – and that assets held in a rabbi trust are not protected from the...more
Purchase Price v. Compensation -
..Companies are choosing to stay private significantly longer than the vesting period for stock options
..Recent proposals by private companies to buy back stock from current and...more
At the 2016 Joint Fall CLE Meeting on October 1, 2016, Andrew Liazos presented on “Maintaining Retirement Plan Documents after Revenue Procedure 2016-37.”
As an employer sponsoring a retirement plan, you are required by...more
On June 22, 2016, the Internal Revenue Service (IRS) issued proposed changes to the regulations under the Internal Revenue Code (Code) §409A. The Code intends to clarify or modify a wide range of very restrictive rules...more
8/9/2016
/ Corrections ,
Death Benefits ,
Deferred Compensation ,
Exemptions ,
Internal Revenue Code (IRC) ,
IRS ,
Proposed Regulation ,
Safe Harbors ,
Section 409A ,
Stock Options ,
Stocks ,
Termination
In Depth -
On June 29, 2016, the Internal Revenue Service (IRS) officially sounded the death knell for the five-year remedial amendment cycle with its release of Revenue Procedure 2016-37. Effective January 1, 2017,...more
In Depth -
Additional flexibility to use Section 409A exemptions -
..Expanded availability of the rules for transaction-based compensation for stock rights and incentive stock options. The final regulations allow...more
6/24/2016
/ Beneficiaries ,
Debt Collection ,
Deferred Compensation ,
Employee Benefits ,
Employee Stock Purchase Plans ,
Employee Stock Purchase Rights ,
Employment Contract ,
Hiring & Firing ,
IRS ,
Safe Harbors ,
Section 409A ,
Severance Pay
On June 21, the IRS issued long awaited proposed regulations under Section 457 of the Internal Revenue Code that affect a broad range of compensation arrangements at tax exempt organizations. If a compensation arrangement is...more
6/23/2016
/ Compensation Agreements ,
Deferred Compensation ,
Employee Benefits ,
Income Taxes ,
Internal Revenue Code (IRC) ,
IRS ,
Non-Compete Agreements ,
Severance Agreements ,
Severance Pay ,
Tax Exempt Entities ,
Taxable Income ,
Vesting
Despite the fact that Personally Identifiable Information (PII) definitions are continuously broadening with the addition of new data elements, and proposed federal legislation aims to reconcile state laws, security breach...more
In yet another divisive 3-2 vote along party lines, on August 6, 2015, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies (other than emerging-growth companies, smaller reporting...more