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Report Link IRS Delays Effect of Adverse Position on Performance-Based Compensation under Section 162(m).Cooley Godward Kronish LLP. - February 28, 2008 On February 21, 2008, the IRS issued its widely-anticipated guidance, Revenue Ruling 2008-13, regarding the impact of certain severance provisions on performance-based compensation under Section 162(m) of the Internal Revenue Code. This guidance clarifies the position taken by the IRS in a private letter ruling released on January 25, 2008. In the 2008 ruling, the IRS reversed its previous position regarding an important exception to one of the requirements that must be met in order to qualify compensation as “performance-based” under Section 162(m). Specifically, compensation will not qualify as “performance-based” if it may be paid upon termination of service without cause or resignation for good reason, or upon a voluntary retirement, and without regard to actual performance. Report Link IRS Affirms Adverse Ruling on Performance-Based Compensation Under Section 162(m); Some Transition Relief Available (pdf).Hogan & Hartson LLP - February 26, 2008 On February 21, 2008, the IRS released a revenue ruling regarding the treatment of certain performance-based compensation under Section 162(m) of the Internal Revenue Code (“Section 162(m)"). This revenue ruling restates a private letter ruling released January 25, 2008, and reverses prior IRS private letter rulings. This Update discusses the important issues that publicly held companies should consider regarding this new ruling and Section 162(m). Report Link 2008 Proxy Season Alert: IRC Section 162(m) Issues.Hogan & Hartson LLP - January 14, 2008 This proxy season, publicly held companies should be thinking about the following important issues relating to Section 162(m) of the Internal Revenue Code of 1986 (“Section 162(m)”), as discussed in this Employee Benefits and Executive Compensation Update. Report Link CFO Compensation No Longer Subject to $1 Million Deduction Limit: But For How Long?Cooley Godward Kronish LLP. - June 26, 2007 On June 4, 2007, the IRS issued Notice 2007-49, which changes the group of executive officers who are considered covered employees for purposes of Section 162(m) of the Internal Revenue Code. The Notice specifically excludes the chief financial officer (CFO) from coverage under Section 162(m) and provides that the only individuals who will be considered covered employees are the chief executive officer (CEO) and the three highest compensated officers (other than the CEO or CFO). Previously, the CEO and the four other highest compensated officers were subject to Section 162(m), and the CFO was not automatically excluded. Report Link IRS Issues Guidance on Identifying "Covered Employees" for Purposes of Section 162(m) (pdf).Hogan & Hartson LLP - June 12, 2007 On June 4, 2007, the IRS issued Notice 2007-49 which provides guidance for identifying “covered employees” for purposes of Code Section 162(m)(3). For several months, the IRS indicated it would address the uncertainty related to the status of CFOs as “covered employees,” resulting from the Securities and Exchange Commission’s adoption of final rules relating to disclosure of executive compensation. This update discusses the IRS’ amendment and clarification of the term “covered employees” as defined under Code Section 162(m). Report Link Year-End Employee Benefits and Executive Compensation Checklist.Littler Mendelson, P.C. - December 14, 2006 Employers sponsoring retirement plans and deferred compensation arrangements should be mindful of certain actions that must take place by December 31 of this year, as well as new requirements and opportunities effective at the beginning of the 2007 plan year. Few of these action items entail major undertakings, but employers should review their plans and policies to ensure that appropriate actions are taken to comply with new requirements. Report Link SEC Overhauls Rules on Executive Compensation Disclosure.
Cooley Godward Kronish LLP. - September 07, 2006 Hardly a day goes by without an incendiary story in the press depicting the perceived excesses of executive compensation or the purported well-upholstered lifestyles of a select group of corporate executives: enormous pay and perquisite packages, problematic option dating practices, compensation committees packed with directors who owe allegiance to CEOs, unrestrained personal use by executives of corporate aircraft, stunning severance packages for supposedly failed executives and reports of “corporate kleptocracy” and other allegations of nest-feathering by executives and directors. Report Link Antidilution Provisions: The Next FAS 123(R) “Gotcha!”?Cooley Godward Kronish LLP. - August 03, 2006 Recently, many accounting firms have alerted their clients to the application of FAS 123(R) in the context of equity restructurings (e.g., stock splits and stock dividends). These firms have noted that the discretionary adjustment of equity compensation under plans and arrangements that do not provide for automatic adjustments upon an equity restructuring may result in an additional compensation expense. Report Link SEC Adopts Amendments to Comp. Disclosure Rules-Cos. Should Prepare Now for Upcoming Proxy Season (pdf).Vedder Price - July 28, 2006 At an open meeting yesterday, the SEC unanimously adopted new rules relating to executive compensation and related party transaction disclosure. The new rules will be effective for the upcoming proxy season. The actual text of the final rules is not yet available. Based on the statements made during the open meeting and the SEC’s press release, it appears the SEC has adopted the rules substantially as proposed in January, with some notable exceptions: Report Link What Happens When the Press Blasts Your CEO for Excess Compensation? Apparently Not Much.Knowledge@Wharton (Reg Required) - April 13, 2006 Springtime, in addition to bringing back flowers and birds, also brings forth many companies' proxy statements, including information on CEO compensation. It's a signal for the business press to get to work reporting the details of what appear to be the highest executive pay packages. Report Link Year-End Employee Benefits and Executive Compensation Checklist.Littler Mendelson, P.C. - December 02, 2005 Employers sponsoring retirement plans, welfare plans and deferred compensation arrangements should be mindful of certain actions which must take place by December 31 of this year. Although few of these action items entail major undertakings, employers should review their plans and policies to ensure that appropriate action is taken to comply with the laws or to take advantage of new rules that can ease administrative burdens. Report Link Executive Compensation Disclosure: A Roadmap (pdf).Vedder Price - May 16, 2005 The SEC’s interest in the area of executive
compensation disclosure is evidenced by enforcement
actions against The Walt Disney
Company and General Electric Company, a
settlement with Tyson Foods, and noteworthy
comments from SEC Commissioners and staff.
Each of these developments highlights how
important it is for public companies to develop
and maintain sound practices and processes to
ensure full compliance with the SEC’s executive
compensation disclosure requirements. Report Link Six Degrees of Separation: Examining Back Door Links between Directors and CEO Pay.Knowledge@Wharton (Reg Required) - May 12, 2005 Yes, it pays to be friends of those who pay you, or even to be friends of their friends. That, roughly speaking, is the conclusion of a study analyzing the impact of director relationships on the compensation of chief executive officers. Report Link Compensation Issues in the 2004 Proxy Season: Stormy Weather Ahead?Cooley Godward Kronish LLP. - February 17, 2004 The 2004 proxy season is threatening to create a "perfect storm" for employee, and particularly executive, compensation.
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ArticlesFound: 14 ArticlesNO SUBTOPICSEmployment Law Seminars
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September 9, 2008 Nexsen PruetEmployee Free Choice Act: Labor’s Attack on Your Employees’ Right to ChooseOnline
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September 11, 2008 Shaw Valenza LLPEmployee vs. ContractorGreenville
September 11, 2008 Nexsen Pruet |
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