The November 6, 2017, House Ways and Means Committee Chairman Kevin Brady’s Amendment to the Amendment in the Nature of a Substitute to H.R. 1, the Tax Cuts and Jobs Act (originally proposed November 2, 2017) (the “Chairman’s...more
If enacted, the newly proposed Tax Cuts and Jobs Act would effectively put an end to many of the most widely used forms of executive compensation:
- Deferred compensation and stock options would disappear.
- Use of...more
11/3/2017
/ Corporate Counsel ,
Deferred Compensation ,
Employee Benefits ,
Executive Compensation ,
Pay-for-Performance ,
Performance Incentives ,
Proposed Legislation ,
Retirement Plan ,
Severance Pay ,
Stock Options ,
Tax Cuts ,
Tax Reform ,
Trump Administration
Institutional Shareholder Services (ISS) released the results of its annual global benchmark voting policy survey on September 25, 2017. In a surprise result, the survey found that nearly 75 percent of the 131 investor...more
On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release on the pay ratio disclosure requirements in Item 402(u) of Regulation S-K, and the staff of the Division of Corporation...more
On June 8, 2017, the House of Representatives passed, by a 233-186 vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features of the...more
6/12/2017
/ Clawbacks ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Financial CHOICE Act ,
Pending Legislation ,
Proxy Advisory Firms ,
Repeal ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Trump Administration
As the 2017 proxy season approaches, companies may be preparing to solicit shareholder approval for a new, or an amendment to an existing, equity incentive plan. In doing so, companies should keep in mind the positions of...more
1/27/2017
/ CEOs ,
Clawbacks ,
Equity Compensation ,
Equity Plan Scorecard (EPSC) ,
Equity Plans ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Publicly-Traded Companies ,
Shareholder Approval ,
Vesting
Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more
12/8/2016
/ Annual Meeting ,
Annual Reports ,
Audit Committee ,
Board of Directors ,
Corporate Executives ,
Corporate Governance ,
Director Nominations ,
Diversity ,
Dodd-Frank ,
Executive Compensation ,
FASB ,
Non-GAAP Financial Measures ,
Pay Ratio ,
Proxy Access ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Reporting Requirements ,
Resource Extraction ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
The Department of Labor (DOL) recently issued guidance on the Conflicts of Interest Rule it released earlier this year. The guidance, issued on October 27, 2016, is in the form of answers to frequently asked questions, which...more
11/8/2016
/ Audits ,
Best Interest Contract Exemptions ,
Compliance ,
Conflicts of Interest ,
Department of Labor (DOL) ,
Employee Retirement Income Security Act (ERISA) ,
Executive Compensation ,
Financial Adviser ,
Individual Retirement Account (IRA) ,
Internal Revenue Code (IRC) ,
Investment Adviser ,
New Guidance ,
Prohibited Transactions ,
Retirement Plan
On October 18, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued interpretive guidance on the pay ratio disclosure requirements in Item 402(u) of...more
In an unexpected development, on June 21, 2016, the IRS issued proposed regulations that clarify and modify the final regulations issued in 2007 and the proposed income inclusion regulations issued in 2008. In many cases,...more
7/5/2016
/ Beneficiaries ,
Death Benefits ,
Deferred Compensation ,
Employee Benefits ,
Executive Compensation ,
Income Taxes ,
Internal Revenue Code (IRC) ,
IRS ,
Restricted Stocks ,
Section 409A ,
Severance Agreements ,
Vesting
Each company faces important decisions in preparing for its 2016 annual meeting and reporting season. We have prepared a checklist of essential areas we believe companies should focus on as they plan for 2016, including...more
12/12/2015
/ Annual Meeting ,
Conflict Mineral Rules ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Institutional Shareholder Services (ISS) ,
PCAOB ,
Proxy Season ,
Proxy Voting Guidelines ,
Reporting Requirements ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
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
12/10/2015
/ Board of Directors ,
Compensation & Benefits ,
Compensation Committee ,
Directors ,
Employment Contract ,
Equity Compensation ,
Executive Compensation ,
Proxy Advisors ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below.
Conflicting Shareholder...more
11/23/2015
/ Board of Directors ,
Conflicting Proposals ,
Corporate Social Responsibility ,
Director Nominations ,
Exclusive Forum ,
Executive Compensation ,
Glass Lewis ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
On August 5, 2015, in a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) adopted final rules implementing the controversial “CEO pay ratio” disclosure requirements that were proposed in 2013 and mandated by...more
On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) issued long-awaited proposed rules that would implement the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Wall Street Reform...more
A Delaware court opinion issued late last week may subject equity grants to directors to increased judicial scrutiny (Calma v. Templeton, No. 9579-CB (Del. Ch. Apr. 30, 2015)). In Calma, the Chancery Court denied the...more
5/6/2015
/ Director Compensation ,
Directors ,
Equity Plans ,
Executive Compensation ,
Fiduciary Duty ,
Grants ,
Heightened Scrutiny ,
Motion to Dismiss ,
Restricted Stocks ,
Shareholders ,
Standard of Review ,
Unjust Enrichment ,
Waste
On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) proposed new rules that would require companies to disclose the relationship between the compensation actually paid to named executive officers (NEOs) and...more
As part of its ongoing rollout of its 2015 policy updates, Institutional Shareholder Services (ISS) has issued “Frequently Asked Questions” guidance with respect to both its 2015 Compensation Policies and its new equity plan...more
As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more
12/9/2014
/ Annual Meeting ,
Bylaws ,
Conflict Mineral Rules ,
Corporate Governance ,
Disclosure Requirements ,
Equity Compensation ,
Executive Compensation ,
Fee-Shifting ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
Since the adoption of Section 409A of the Internal Revenue Code, employers and practitioners have wondered when and how the IRS would enforce it. With the recent IRS announcement of an audit initiative with respect to Section...more
House Ways and Means Committee Chairman David Camp (R-Mich.) has proposed a draft tax reform plan (the Proposal) containing sweeping changes to the Internal Revenue Code (the Code), including a number of major executive...more
In This Issue:
- Incorporate lessons from 2013 say-on-pay results
- Prepare for new Form SD (Specialized Disclosure) filing requirements
- Ensure compliance with revised listing standards related to compensation...more
12/10/2013
/ Audits ,
Board of Directors ,
Compensation Committee ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Filing Requirements ,
Form SD ,
Forum Selection ,
Internal Revenue Code (IRC) ,
Pay Ratio ,
PCAOB ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Votes ,
Shareholders
In a rare piece of good news relating to Section 409A of the Internal Revenue Code, on October 4, 2013, California reduced its additional state tax on income failing to comply with Section 409A from 20 percent to 5 percent....more
The SEC has proposed rules to implement the “CEO pay ratio” disclosure requirements under Section 953(b) of the Dodd-Frank Act.
The proposed rules would require many SEC reporting companies to publicly disclose the...more
The SEC, by a 3-2 vote, proposed rules to implement the “CEO pay-ratio” disclosure requirements under the Dodd-Frank Act. The proposed rules would require certain SEC reporting companies to publicly disclose...more