| 1 | Compensation Committee Listing Standards July 1, 2013 ... NYSE and NASDAQ standards relating to compensation committee advisors become effective on July 1, 2013. | Legal Update: archive | 02-May-2013 |
| 2 | Partnership Equity Compensation A discussion of the different types of partnership equity compensation and the federal income tax aspects of profits interests. | Legal Update: archive | 30-Apr-2013 |
| 3 | Addressing Sections 280G and 4999 in Executive ... A discussion of methods for addressing Sections 280G and 4999 of the Internal Revenue Code (the Golden Parachute Rules) in executive employment agreements. These provisions generally impose a 20% excise tax on excess parachute payments and prohibit employers from deducting excess parachute payments. This Legal Update also includes a comparison chart of Section 280G provisions in recent executive employment agreements contained in PLC What's Market. | Legal Update: archive | 16-Apr-2013 |
| 4 | Proposed Regulations Address the Deduction Limit on ... The Internal Revenue Service (IRS) proposed regulations under Section 162(m)(6) of the Internal Revenue Code (IRC), which address the $500,000 deduction limit on compensation provided by certain health insurance issuers. | Legal Update: archive | 02-Apr-2013 |
| 5 | California Court Dismisses Proxy Disclosure Litigation Class ... The Superior Court of California, Santa Clara County, in Gordon v. Symantec Corporation et al., dismissed a class action lawsuit alleging Symantec directors breached their fiduciary duty to disclose adequate executive compensation information relating to Symantec's say on pay proposal for its annual meeting. | Legal Update: archive | 25-Feb-2013 |
| 6 | PLC What's Market: Negotiating Executive Employment ... A discussion of the compensation and benefits provisions of an executive employment agreement, including a PLC What's Market comparison report with summaries of the respective compensation and benefits provisions from recently filed executive employment agreements. | Legal Update: archive | 19-Feb-2013 |
| 7 | Drafting a Private Company Equity Incentive Plan A discussion of certain issues that a private company should consider when drafting a new equity incentive plan, including certain liquidity and shareholder agreement considerations. | Legal Update: archive | 29-Jan-2013 |
| 8 | SEC Approves NASDAQ Listing Standards Relating to ... The SEC approved NASDAQ's listing standards relating to the independence of compensation committees, compensation consultants and other compensation advisers. | Legal Update: archive | 16-Jan-2013 |
| 9 | SEC Approves NYSE Listing Standards Relating to ... The SEC approved NYSE's listing standards relating to the independence of compensation committees, compensation consultants and other compensation advisers. | Legal Update: archive | 16-Jan-2013 |
| 10 | Institutional Shareholder Services Updates White Paper on ... Institutional Shareholder Services Inc. (ISS) issued a revised white paper on its approach to evaluating pay-for-performance alignment, incorporating a defined calculation of "realizable pay" and the revised peer group selection methodology ISS previously announced. | Legal Update: archive | 15-Jan-2013 |
| 11 | NASDAQ and NYSE Amend Proposed Compensation ... Both NASDAQ and NYSE filed further amendments to their proposed listing standards relating to the independence of compensation committees, compensation consultants and other compensation advisers. | Legal Update: archive | 14-Jan-2013 |
| 12 | Institutional Shareholder Services Releases 2013 US Proxy ... Institutional Shareholder Services (ISS) published its 2013 US Proxy Voting Summary Guidelines. | Legal Update: archive | 04-Jan-2013 |
| 13 | Institutional Shareholder Services Issues New and Updated ... Institutional Shareholder Services (ISS) issued new and updated FAQs on its 2013 US proxy voting policies and procedures. The FAQs address compensation and non-compensation related issues. | Legal Update: archive | 27-Dec-2012 |
| 14 | NASDAQ Amends Proposed Listing Standards Regarding ... NASDAQ filed an amendment to its proposed listing standards relating to the independence of compensation committees, compensation consultants and other compensation advisers. | Legal Update: archive | 18-Dec-2012 |
| 15 | Avoiding SEC Comments on Executive Compensation ... A discussion of tips for avoiding SEC comments on certain executive compensation disclosures in proxy statements, Form 10-K reports and registration statements. | Legal Update: archive | 11-Dec-2012 |
| 16 | Institutional Shareholder Services Issues FAQs on Revised ... Institutional Shareholder Services (ISS) released a set of FAQs regarding its revised peer group selection methodology. | Legal Update: archive | 05-Dec-2012 |
| 17 | IRS Issues Proposed Regulations and FAQs on Additional ... The Internal Revenue Service (IRS) has issued proposed regulations and a set of frequently asked questions (FAQs) and answers on the Additional Hospital Insurance Tax, also known as the Additional Medicare Tax. The Additional Medicare Tax was added under health care reform and becomes effective January 1, 2013. | Legal Update: archive | 03-Dec-2012 |
| 18 | Glass Lewis Releases Updates to its 2013 Proxy Guidelines Glass, Lewis & Co. released updates to its 2013 proxy guidelines. | Legal Update: archive | 26-Nov-2012 |
| 19 | Institutional Shareholder Services Releases 2013 Updates to ... Institutional Shareholder Services (ISS) published its 2013 updates to its proxy voting guidelines. | Legal Update: archive | 19-Nov-2012 |
| 20 | SEC Exemptive Relief Order to Those Affected by Hurricane ... The SEC issued an order granting exemptive relief to public companies and other filers affected by Hurricane Sandy that are required to provide certain information to the SEC and shareholders under federal securities laws. | Legal Update: archive | 14-Nov-2012 |
| 21 | Institutional Shareholder Services Releases 2013 Draft ... Institutional Shareholder Services (ISS) has released certain 2013 draft proxy voting policies for public comment, which include possible changes to its current policies on management say-on-pay proposals and say on golden parachute proposals. The comment period for these draft policies ends on November 9, 2012 (extended from October 31). | Legal Update: archive | 17-Oct-2012 |
| 22 | NASDAQ Proposes New Listing Standards Relating to ... NASDAQ proposed rule changes to comply with the SEC's requirement to have independent compensation committees. The new listing standards require, among other things, a standing compensation committee of at least two independent members and outline factors that would disqualify board members from the compensation committee. | Legal Update: archive | 27-Sep-2012 |
| 23 | NYSE Proposes New Listing Standards Relating to ... The NYSE proposed rule changes to Sections 303A.00, 303A.02(a) and 303A.05 of its Listed Company Manual to conform with the SEC's requirements on the independence of compensation committees. | Legal Update: archive | 26-Sep-2012 |
| 24 | Terminated Executives Entitled to Payment under Equity ... The US Court of Appeals for the Eighth Circuit held in Schaffart v. ONEOK, Inc. that former executives were entitled to payment under equity award agreements in part because the individual who determined that the awards were forfeited on each executive's employment termination did not have authority to administer the plan. | Legal Update: archive | 09-Jul-2012 |
| 25 | JCEB Q&As Offer Nonbinding IRS Responses on Employee ... The Joint Committee on Employee Benefits (JCEB) recently released Q&As containing nonbinding responses from Internal Revenue Service (IRS) staff to 26 questions regarding employee benefit issues. The Q&As address a range of topics, including health and welfare and retirement plan issues. | Legal Update: archive | 06-Jul-2012 |
| 26 | IRS Issues Model Language for Making a Section 83(b) ... The Internal Revenue Service (IRS) issued Revenue Procedure 2012-29, effective June 25, 2012, which provides sample language that taxpayers may use to make an election under Section 83(b) of the Internal Revenue Code (IRC) and examples of the income tax consequences of making a Section 83(b) election in various situations. | Legal Update: archive | 26-Jun-2012 |
| 27 | SEC Adopts Rules under Dodd-Frank on Listing Standards for ... The SEC issued final rules implementing the provisions of the Dodd-Frank Act relating to listing standards for compensation committees. | Legal Update: archive | 21-Jun-2012 |
| 28 | IRS Issues Proposed Regulations under Internal Revenue ... On May 29, 2012, the Internal Revenue Service (IRS) issued proposed regulations clarifying the meaning of substantial risk of forfeiture under Section 83 of the Internal Revenue Code (IRC). | Legal Update: archive | 30-May-2012 |
| 29 | SEC Staff Releases Additional JOBS Act Title I FAQs The SEC's Division of Corporation Finance has released generally applicable frequently asked questions regarding Title I of the JOBS Act. | Legal Update: archive | 18-Apr-2012 |
| 30 | President Obama Signs JOBS Act President Obama signed into law the Jumpstart Our Business Startups (JOBS) Act. | Legal Update: archive | 05-Apr-2012 |
| 31 | Jumpstart Our Business Startups (JOBS) Act Exempts ... The House of Representatives and the Senate each passed the Jumpstart Our Business Startups Act (JOBS Act), which aims to facilitate business formation by reforming certain aspects of the laws and rules governing the US capital formation process. President Obama is expected to sign the JOBS Act on Thursday, April 5th. Among its other provisions, the JOBS Act exempts emerging growth companies from several executive compensation reporting requirements otherwise required by the Dodd-Frank Act. | Legal Update: archive | 02-Apr-2012 |
| 32 | Supreme Court Rules That Failure to Timely File Section 16 ... The US Supreme Court vacated and remanded the US Court of Appeals for the Ninth Circuit's decision in Credit Suisse Securities (USA) LLC, et. al. v. Simmonds, which found that failure to make timely disclosures of changes in ownership interests under Section 16(a) of the Exchange Act tolled the two-year statute of limitations for bringing a case under Section 16(b) of the Exchange Act for short-swing profits liability. | Legal Update: archive | 28-Mar-2012 |
| 33 | Institutional Shareholder Services Updates its Governance ... Institutional Shareholder Services (ISS) updated its Governance Risk Indicators 2.0 (GRId 2.0) Technical Document. | Legal Update: archive | 08-Mar-2012 |
| 34 | SEC Staff Issues Compliance Guide for New Accredited ... The SEC staff issues a small entity compliance guide explaining the new net worth standard for accredited investors and withdraws two outdated questions from its Compliance and Disclosure Interpretations (C&DI). | Legal Update: archive | 28-Feb-2012 |
| 35 | President Obama Signs Bill Extending Payroll Tax Cut ... On February 22, 2012, President Obama signed the Middle Class Tax Relief and Job Creation Act of 2012, which extends through December 31, 2012, the reduced payroll tax rate of 4.2% that was due to expire at the end of this month. | Legal Update: archive | 23-Feb-2012 |
| 36 | Congress Approves Reduction in Payroll Tax Rates Through ... On February 17, 2012, Congress approved the Middle Class Tax Relief and Job Creation Act of 2012, which extends through December 31, 2012, the reduced payroll tax rate of 4.2% that was due to expire at the end of this month. | Legal Update: archive | 17-Feb-2012 |
| 37 | SEC Staff Issues C&DI on Say on Pay The SEC's Division of Corporation Finance released a compliance and disclosure interpretation (C&DI) on how to describe a say on pay advisory vote on a proxy card and voting instruction form under Exchange Act Rule 14a-21. | Legal Update: archive | 14-Feb-2012 |
| 38 | IRS Issues Guidance on Payroll Tax Cut Extension The IRS issued Announcement IR-2011-124, providing guidance on implementing the extension of the 2% payroll tax reduction under the Temporary Payroll Tax Cut Continuation Act of 2011 and on the Act's recapture provision. | Legal Update: archive | 28-Dec-2011 |
| 39 | Reduction in Payroll Tax Rates Extended Through February ... The payroll tax reduction in effect for 2011 has been extended through the first two months of 2012. | Legal Update: archive | 23-Dec-2011 |
| 40 | SEC Adopts Net Worth Standard for Accredited Investors ... The SEC adopted a final rule amending the net worth standard in the definition of accredited investor under the Securities Act to conform the definition to the requirements of the Dodd-Frank Act. | Legal Update: archive | 22-Dec-2011 |
| 41 | Institutional Shareholder Services Releases 2012 US Proxy ... Institutional Shareholder Services (ISS) published its 2012 US Proxy Voting Summary Guidelines. | Legal Update: archive | 20-Dec-2011 |
| 42 | Institutional Shareholder Services Releases White Paper on ... Institutional Shareholder Services (ISS) published a white paper on its new approach to evaluating pay for performance alignment. | Legal Update: archive | 20-Dec-2011 |
| 43 | Institutional Shareholder Services to Release Updated ... Institutional Shareholder Services (ISS) will revise the Governance Risk Indicators (GRId) it uses in determining governance ratings. | Legal Update: archive | 20-Dec-2011 |
| 44 | Institutional Shareholder Services Releases 2012 Updates to ... On November 17, 2011, Institutional Shareholder Services (ISS) published its 2012 updates to its proxy voting guidelines. | Legal Update: archive | 17-Nov-2011 |
| 45 | Executive Compensation and Employee Benefits This article is part of the PLC Global Finance September 2011 e-mail update for the United States. | Legal Update: archive | 18-Oct-2011 |
| 46 | SEC Delays Certain Executive Compensation Rulemaking ... An update on the SEC's delay in its planned implementation of certain executive compensation requirements of the Dodd-Frank Act. | Legal Update: archive | 02-Aug-2011 |
| 47 | SEC Extends Deadline for Comments on Proposed Listing ... An update on the SEC's extension of the deadline for public comments on its proposed rules to implement the provisions of the Dodd-Frank Act relating to listing standards for compensation committees. | Legal Update: archive | 29-Apr-2011 |
| 48 | SEC Publishes Small Entity Compliance Guide for Say on Pay ... An update on the SEC's publication of a small entity compliance guide related to say on pay, frequency and golden parachutes rules. | Legal Update: archive | 01-Apr-2011 |
| 49 | SEC Proposes Dodd-Frank Rules on Listing Standards for ... An update on the SEC's proposed rules to implement the provisions of the Dodd-Frank Act relating to listing standards for compensation committees. | Legal Update: archive | 31-Mar-2011 |
| 50 | SEC Approves Proposed Interagency Dodd-Frank Rule on ... An update on the SEC's approval of an interagency proposed rule under the Dodd-Frank Act on incentive-based compensation arrangements. | Legal Update: archive | 04-Mar-2011 |
| 51 | FDIC Approves Proposed Interagency Dodd-Frank Rule on ... An update on the FDIC's approval of an interagency proposed rule on incentive-based compensation requirements under the Dodd-Frank Act. | Legal Update: archive | 08-Feb-2011 |
| 52 | SEC Issues Final Rules under Dodd-Frank on Stockholder ... An update on the SEC's final rules allowing stockholders to cast advisory votes on executive compensation and "golden parachute" arrangements. | Legal Update: archive | 25-Jan-2011 |
| 53 | Institutional Shareholder Services Releases 2011 Proxy ... An update on Institutional Shareholder Services' (ISS) publication of its 2011 updates to its proxy voting guidelines. | Legal Update: archive | 22-Nov-2010 |
| 54 | SEC Proposes Rules Under Dodd-Frank On Stockholder ... An update on the SEC's proposed rules allowing stockholders to cast advisory votes on executive compensation and golden parachute arrangements. | Legal Update: archive | 19-Oct-2010 |
| 55 | SEC Releases Timetable for Implementing the Dodd-Frank ... An update on the SEC's release of a timetable for implementing the Dodd-Frank Act. | Legal Update: archive | 20-Sep-2010 |
| 56 | President Obama Signs Dodd-Frank Financial Regulatory ... An update on President Obama signing into law the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. | Legal Update: archive | 21-Jul-2010 |
| 57 | Congress Passes Dodd-Frank Financial Regulatory Reform ... An update on the Dodd-Frank Wall Street Reform and Consumer Protection Act. | Legal Update: archive | 15-Jul-2010 |
| 58 | House Passes Dodd-Frank Financial Reform Bill An update on the Dodd-Frank Wall Street Reform and Consumer Protection Act. | Legal Update: archive | 01-Jul-2010 |
| 59 | District Court Allows Clawbacks of Bonuses Under Sarbox ... An update on an order issued by the federal district court in Arizona in SEC v. Jenkins, holding that Section 304 of Sarbox allows the SEC to "clawback" incentive-based and equity-based compensation and stock sale profits of executives at companies that restate financial statements due to misconduct, even if the executives are not accused of personal involvement in the wrongdoing. | Legal Update: archive | 16-Jun-2010 |
| 60 | Senate Approves Financial Reform Bill An update on the Senate's passage of a broad financial regulatory reform bill. | Legal Update: archive | 24-May-2010 |
| 61 | RiskMetrics Releases FAQs on New US Proxy Disclosure ... An update on RiskMetrics Group's FAQs on new US proxy disclosure requirements. | Legal Update: archive | 11-Feb-2010 |
| 62 | SEC Issues Updated C&DIs on Regulation SK and Proxy ... An update on the SEC updating the compliance and disclosure interpretations (C&DIs) on Regulation S-K and Proxy Disclosure Enhancement Transition. | Legal Update: archive | 21-Jan-2010 |
| 63 | Riskmetrics Publishes 2010 US Proxy Voting Guidelines ... An update on the publication of Riskmetrics' 2010 US Proxy Voting Guidelines Summary. | Legal Update: archive | 12-Jan-2010 |
| 64 | SEC Publishes C&DIs on Transition to New Proxy Disclosure ... An update on compliance and disclosure interpretations (C&DIs) published by the SEC on the transition to the new proxy disclosure requirements taking effect in 2010. | Legal Update: archive | 22-Dec-2009 |
| 65 | SEC Approves New Proxy Disclosure Rules An update on the SEC approving new proxy disclosure rules related to risk, compensation and corporate governance. | Legal Update: archive | 16-Dec-2009 |
| 66 | RiskMetrics Group Releases 2010 Corporate Governance ... An update on RiskMetrics Group's release of its 2010 Corporate Governance Policy Updates. | Legal Update: archive | 23-Nov-2009 |
| 67 | SEC Staff on Executive Pay Disclosure: Improve or Amend An update on a speech by the Deputy Director of the SEC's Division of Corporation Finance on executive compensation disclosure under the SEC's rules and expectations for the 2010 proxy season. | Legal Update: archive | 12-Nov-2009 |
| 68 | SEC Proposes Proxy Disclosure and Solicitation ... An update on a rule proposed by the SEC to enhance proxy disclosure and solicitation. | Legal Update: archive | 16-Jul-2009 |
| 69 | Treasury Department Clarifies TARP Executive Compensation ... An update on the Treasury Department's clarifications regarding executive compensation restrictions under the Troubled Asset Relief Program (TARP). | Legal Update: archive | 30-Jun-2009 |
| 70 | Treasury Department Publishes Interim Final Rule on ... An update on the Treasury Department's publication of an interim final rule providing standards for compensation and corporate governance under the Troubled Asset Relief Program (TARP). | Legal Update: archive | 11-Jun-2009 |
| 71 | Executive compensation provisions of the American Recovery ... | Legal Update: archive | 05-Mar-2009 |
| 72 | The future for annual bonuses | Legal Update: archive | 05-Mar-2009 |
| 73 | Executive Compensation Limits in Stimulus Package An update on limits on executive compensation in the American Recovery and Reinvestment Act of 2009. | Legal Update: archive | 17-Feb-2009 |
| 74 | New Executive Compensation Restrictions for Companies ... An update on new executive pay guidelines issued by the Treasury Department for companies receiving government bailout funds. | Legal Update: archive | 04-Feb-2009 |
| 75 | Executive compensation programmes under TARP Companies participating in TARP should take action to ensure that their compensation programmes exclude incentives for their senior executives to take risks that might threaten the company's value. | Legal Update: archive | 28-Jan-2009 |
| 76 | Additional Executive Compensation Rules Issued Under ... An update on the Treasury Department's issuance of new interim final rules which amend and add rules regarding executive compensation under TARP. | Legal Update: archive | 20-Jan-2009 |
| 77 | NASDAQ Rule Change to Require Shareholder Approval for ... An update on NASDAQ's rule change to require shareholder approval for the use of equity compensation by limited partnerships. | Legal Update: archive | 08-Jan-2009 |