News & Analysis as of

Executive Compensation Equity Compensation Board of Directors

Jones Day

Delaware Court Applies Traditional Entire Fairness Standard to Very Large Stockholder-Approved, Performance-Based Equity Award

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The Case: A Tesla stockholder sued Tesla's board of directors to rescind a performance-based stock option grant awarded to Elon Musk, Tesla's CEO. The option award was worth a total of $56 billion and offered the opportunity...more

BCLP

Tesla’s Super-charged Equity Award to Elon Musk Unplugged by Delaware Court Cautionary Tale for Boards and Executives

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The Delaware Chancery Court invalidated a substantial equity award to Elon Musk – the largest in history. It applied the entire fairness test instead of the more deferential business judgment rule, finding that Musk...more

Morgan Lewis - ML Benefits

Issues to Consider When Officers Grant Equity Awards

Equity-based awards are often a significant element of a company’s compensation program. However, unlike more broad-based employee benefit programs, which are generally only subject to federal laws, equity-based compensation...more

BCLP

ISS Updates its U.S. Compensation and Equity Compensation Plan Policies for 2020

BCLP on

In December 2019, Institutional Shareholder Services (“ISS”) published updates to its FAQs for its U.S. Compensation Policies and its policies related to U.S. Equity Compensation Plans with respect to annual meetings...more

Snell & Wilmer

2019 End of Year Plan Sponsor “To Do” List (Part 4) - Executive Compensation

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As 2019 comes to an end, we are happy to present our traditional End of Year Plan Sponsor “To Do” Lists. This year, we present our “To Do” Lists in four separate Employee Benefits Updates. Part 1 covered year-end health and...more

Fenwick & West LLP

ISS and Glass Lewis Issue Policy Updates for the 2020 Proxy Season

Fenwick & West LLP on

Recently, Institutional Shareholder Services (ISS) and Glass Lewis released revisions to their respective proxy voting guidelines for 2020. The ISS and Glass Lewis updates applicable to U.S. companies are discussed separately...more

Bracewell LLP

Compensation Newsletter: Trends In Director Equity Compensation This Proxy Season

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The trend of including director-specific limits on the size of annual equity awards to non-employee directors under long-term incentive plans (“LTIPs”) continues to pick up steam, as evidenced by our survey of LTIPs filed...more

Mintz Edge

How to Distribute Equity in Your Start-Up

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The purpose of granting equity to management, employees and certain consultants is to align the interests of the parties pivotal to the growth of your company with the interests of investors. There are a number of different...more

BCLP

ISS Updates its U.S. Compensation and Equity Compensation Plan Policies for 2019

BCLP on

In December 2018, Institutional Shareholder Services (“ISS”) published updates to its FAQs for its U.S. Compensation Policies and its policies related to U.S. Equity Compensation Plans with respect to annual meetings...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Solicits Comment on Modernizing the Rules and Forms for Stock-Based Compensation

On July 18, 2018, the Securities and Exchange Commission (SEC) issued a concept release soliciting public comment on ways to modernize Rule 701 and Form S-8 of the Securities Act of 1933 to account for recent developments...more

Dorsey & Whitney LLP

Discretionary Equity Awards to Directors Subject to “Entire Fairness” Standard of Review

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Human nature being what it is, the law, in its wisdom, does not presume that directors will be competent judges of the fair treatment of their company where fairness must be at their own personal expense. According to the...more

Mintz - Employment Viewpoints

Another Reminder that Director Limits set forth in Equity Plans Allow Director Compensation to be Reviewed under the more Lenient...

Earlier this month, in In re Investors Bancorp, Inc. Stockholders Litigation, the Delaware Court of Chancery reiterated its view that placing a meaningful limit on director equity awards to be granted under a stockholder...more

Parker Poe Adams & Bernstein LLP

Beefing Up Director Compensation Disclosures

With calendar year companies currently in the midst of drafting their proxy statements, it is time to consider the often overlooked director compensation disclosures. Changes in director compensation arrangements. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

2016 Compensation Committee Handbook

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

Sheppard Mullin Richter & Hampton LLP

The Days of the Vultures (Silicon Valley – Season 2 Finale)

This season’s finale of Silicon Valley provided Richard with only the briefest moment of victory before he once again faces losing Pied Piper. First, the arbitrator rules that because Richard used a Hooli computer while...more

McCarter & English, LLP

A Key Reminder to Directors of Delaware Corporations When Granting Equity Awards under an Equity Incentive Plan

Corporate directors routinely make decisions regarding their own compensation. If challenged by stockholders, such decisions are generally reviewed by Delaware courts under the onerous "entire fairness" standard, which...more

Mintz

Performance Based Equity Compensation

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In this video clip, Pam Greene discusses the reasons behind the shift to performance-based equity compensation, how it differs from fixed equity compensation, and what executive boards need to consider when structuring...more

Morrison & Foerster LLP

ISS and Glass Lewis Update their Proxy Voting Guidelines for 2015

Morrison & Foerster LLP on

Proxy research and advice entities Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recently updated the guidelines each service will use to inform their voting recommendations for...more

Mintz - Securities & Capital Markets...

Proxy Season Litigation Primer: Defending Shareholder Suits to Enjoin Annual Meetings for Allegedly Inadequate Disclosures...

Over the past few years, as plaintiffs have found it increasingly harder to succeed in “say-on-pay” litigation, another type of litigation over proxy disclosures has been on the rise. These cases are generally brought as...more

Snell & Wilmer

SEC Update

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PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more

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