The Securities and Exchange Commission (“SEC”) on October 26, 2022, adopted final rules1 directing national securities exchanges and associations,2 to establish listing standards that require public companies to develop and...more
11/23/2022
/ Clawbacks ,
Compensation ,
Disclosure Requirements ,
Dodd-Frank ,
Final Rules ,
Incentive Compensation ,
Indemnification ,
Insurance Industry ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The U.S. Securities and Exchange Commission (the “SEC”) on August 25, 2022 finalized the “Pay-versus-Performance” disclosure requirements (the “Final Rules”)1 that originally were proposed on April 29, 2015 (the “Proposed...more
9/15/2022
/ CD&A ,
Compensation ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
GAAP ,
Performance Standards ,
Principle Officers ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
The U.S. Supreme Court on June 24, 2022, overruled Roe v. Wade, the seminal case in which the Court had recognized the existence of the constitutional right for individuals to obtain an abortion. In Dobbs v. Jackson Women’s...more
7/20/2022
/ Abortion ,
Dobbs v. Jackson Women’s Health Organization ,
Employee Benefits ,
Employer Group Health Plans ,
Health Insurance ,
Healthcare ,
Patient Access ,
Popular ,
Pregnancy ,
Reproductive Healthcare Issues ,
Roe v Wade ,
SCOTUS ,
Women's Rights
The Securities and Exchange Commission (SEC) on January 28, 2022, reopened the comment period with respect to its pending “pay versus performance” proposal (Proposed Rule), which would generally require public companies to...more
2/11/2022
/ CD&A ,
Comment Period ,
Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Pay-for-Performance ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
Cybercrime increased exponentially in 2020 and into 2021, starting with the disruption caused by COVID-19 and the migration to a work from home environment. Phishing emails were up 35 times and ransom attacks were up 150...more
The American Rescue Plan Act of 2021 (“ARPA”), which was signed into law on March 11, 2021, includes a number of provisions relating to health and welfare plans that will be beneficial to many Americans. In addition, ARPA...more
The Securities and Exchange Commission (the “SEC”) recently proposed temporary rules that would permit companies to offer equity compensation to “platform workers” who provide services available through the company’s...more
The Consolidated Appropriations Act, 2021 (the “Act”) was signed by the President on December 27, 2020, to provide additional COVID-related relief. The Act has a number of provisions that are relevant to retirement plans...more
The U.S. Department of Labor (“DOL”) on August 18, 2020, issued an interim final regulation (the “Regulation”) requiring the inclusion of lifetime income illustrations in the benefit statements provided to participants in...more
9/20/2020
/ 401k ,
Benefit Plan Sponsors ,
Comment Period ,
Defined Contribution Plans ,
Department of Labor (DOL) ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary ,
Interim Rule ,
Lifetime Income Disclosures ,
Limited Liability ,
Request For Information ,
Retirement Plan ,
SECURE Act
The Delaware Chancery Court rejected an attempt by Tesla’s Board of Directors to dismiss a challenge to CEO Elon Musk’s “extraordinary” 2018 compensation package. Because Musk is also Tesla’s controlling stockholder, the...more
10/21/2019
/ Board of Directors ,
Breach of Duty ,
Burden-Shifting ,
Business Judgment Rule ,
Compensation Committee ,
Conflicts of Interest ,
Controlling Stockholders ,
Elon Musk ,
Entire Fairness Standard ,
Executive Compensation ,
Fiduciary Duty ,
MFW ,
Motion to Dismiss ,
Ratification ,
Shareholder Litigation ,
Tesla
The Internal Revenue Service (the “IRS”) issued final regulations, effective September 23, 2019 (the “Final Regulations”), that modify the hardship distribution rules for plans established under Section 401(k) of the Internal...more
10/4/2019
/ 401k ,
Benefit Plan Sponsors ,
Bipartisan Budget Act ,
Final Rules ,
Hardship Distributions ,
Internal Revenue Code (IRC) ,
IRS ,
Pension Protection Act of 2006 ,
Retirement Plan ,
Retirement Plan Providers ,
Tax Cuts and Jobs Act
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
12/27/2017
/ 529 Plans ,
Affordable Care Act ,
Broker Commissions ,
CEOs ,
CFOs ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Employer Group Health Plans ,
Executive Compensation ,
Individual Mandate ,
Individual Retirement Account (IRA) ,
IRA Rollovers ,
Moving ,
Pay-for-Performance ,
Publicly-Traded Companies ,
Restricted Stocks ,
Retirement Plan ,
Roth Conversions ,
Sales Commissions ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Student Loans ,
Tax Cuts and Jobs Act ,
Tax Deferral ,
Tax Exempt Entities ,
Tax Reform
Item 402(u) of Regulation S-K allows a company to identify its median employee by using annual total compensation or any other compensation measure that is consistently applied (a “CACM”) to all employees included in the...more
11/7/2016
/ C&DIs ,
CEOs ,
Executive Compensation ,
Independent Contractors ,
Median Employee ,
Pay Ratio ,
Rule 144 ,
Rule 701 ,
Sales of Securities ,
Securities ,
Securities and Exchange Commission (SEC)
Wellness programs are trending in the U.S., especially with employers looking for ways to encourage and promote healthy lifestyles for their employees and to reduce the cost of their self-insured group health plan. Regardless...more
10/28/2016
/ Americans with Disabilities Act (ADA) ,
Confidential Information ,
Department of Health and Human Services (HHS) ,
Department of Labor (DOL) ,
Employer Group Health Plans ,
Equal Employment Opportunity Commission (EEOC) ,
GINA ,
Health Insurance Portability and Accountability Act (HIPAA) ,
IRS ,
Medical Examinations ,
Notice Requirements ,
Taxable Income ,
Voluntary Participation ,
Wellness Programs
Many people believe that compliance with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) is solely an issue for health care providers and their affiliates. However, nothing could be further from the...more
10/10/2016
/ Covered Entities ,
Electronic Protected Health Information (ePHI) ,
Employer Group Health Plans ,
Employer Liability Issues ,
Health Insurance Portability and Accountability Act (HIPAA) ,
HSA ,
Policies and Procedures ,
Popular ,
Risk Assessment ,
Security Risk Assessments ,
Self-Insured Health Plans
The recent opinion by the U.S. District Court for the District of Massachusetts on remand from the U.S. Court of Appeals for the First Circuit in the Sun Capital Partners case may be troubling to private equity funds and...more
The U.S. Supreme Court decided the case of Gobeille v. Liberty Mutual Insurance Co. last week, in which the Court invalidated a Vermont health care data collection law as being preempted by the Employee Retirement Income...more
The Internal Revenue Service (the “IRS”) recently released Notice 2016-03, which provides additional details for plan sponsors on the curtailment of the determination letter process for individually designed tax-qualified...more
In its June 2014 decision in Dudenhoeffer v. Fifth Third Bank, the U.S. Supreme Court unanimously declined to recognize a “presumption of prudence” that had favored retirement-plan fiduciaries faced with allegations of...more
Over the years, the U.S. Supreme Court from time to time has explored the scope of equitable relief available under the Employee Retirement Income Security Act of 1974 (“ERISA”) in circumstances where an employee benefit plan...more
The Internal Revenue Service (the “IRS”) on July 21, 2015, issued Announcement 2015-19, describing important changes to the determination letter program for individually designed tax-qualified retirement plans. These changes...more
Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Securities and Exchange Commission (“SEC”) has issued the last of its proposed rules to implement the...more
7/17/2015
/ Board of Directors ,
Clawbacks ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Publicly-Traded Companies ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Shareholders
Earlier this week, the U.S. Supreme Court unanimously decided the case of Tibble v. Edison International. In Tibble, the Court held that the statute of limitations under the Employee Retirement Income Security Act of 1974...more
Section 162(m) of the Internal Revenue Code (“Section 162(m)”) provides for a $1 million dollar limitation on the amount of compensation paid to each of certain named executive officers that public companies may deduct in any...more
Certain retirement plans, such as employee stock ownership plans (“ESOPs”), are specifically designed to invest all or a portion of their assets in stock of the sponsoring employer. For nearly twenty years, the federal courts...more