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  SEC Adopts New Rules for Enhanced Compensation and Corporate Governance Disclosure.Cooley Godward Kronish LLP. - January 28, 2010 On December 16, 2009, in response to the recent demand by investors for increased transparency and corporate accountability, the Securities and Exchange Commission approved new rules requiring enhanced proxy disclosure. Report Link SEC Adopts Final Rule Requiring Enhanced Proxy Statement Disclosure About Risk, Compensation and Corporate Governance.Baker Hostetler LLP - December 24, 2009 On December 16, 2009, the SEC approved new rules requiring enhanced disclosures regarding risk management in relation to compensation policies, revisions to disclosure of a company's valuation of stock and option awards, and director and director nominee qualification disclosures, among other things. The rules will take effect on February 28, 2010. However, the SEC's adopting release and the SEC at the open meeting failed to provide detailed guidance on implementation of the effective date. We are currently interpreting the effective date to mean that the new rules apply to proxy statements filed on or after February 28, 2010, and not to proxy statements filed before that date for annual meetings after that date. It is not clear how this effective date will apply to preliminary and definitive proxy statements that straddle the February 28, 2010 date. We will continue to monitor this matter for further guidance from the SEC or the SEC staff. Report Link SEC Amends Rules on Proxy Disclosure, Corporate Governance and Executive Compensation.Baker, Donelson, Bearman, Caldwell & Berkowitz, PC - December 21, 2009 Yesterday, the U.S. Securities and Exchange Commission (the "SEC") adopted amendments to the SEC's disclosure rules relating to director and director nominee qualifications, the structure of board governance, compensation consultants’ fees and conflicts of interest, and the relationship between a company’s overall compensation policy and its risk profile. The following is a summary of the new and amended rules. Report Link Reminder: Publicly Held Corporations Should Evaluate Bonus Compensation Arrangements Before 2010.Cooley Godward Kronish LLP. - November 23, 2009 Under Section 162(m) of the Internal Revenue Code, a publicly held corporation may not deduct in a taxable year more than $1 million of compensation for any key executive officer who is considered a "covered employee,"[1] unless the compensation qualifies as performance-based. As discussed in our prior Alert, on February 21, 2008, the IRS issued Revenue Ruling 2008-13, which provided that compensation will no longer qualify as "performance-based" under Section 162(m) if it may be paid upon a termination of service without cause or a resignation for good reason, or upon a voluntary retirement, and without regard to actual performance. The Revenue Ruling represented a reversal of the IRS' previous position on this issue, but the IRS offered some transition relief by providing that its new position would not apply to either (1) compensation for which the performance period begins on or before January 1, 2009; or (2) compensation that is payable pursuant to the terms of an employment contract as in effect on February 21, 2008 (without respect to future renewals or extensions of such contract, whether automatic or by agreement). Report Link Treasury Proposes Legislation on "Say-on-Pay" and Compensation Committee Independence.Baker, Donelson, Bearman, Caldwell & Berkowitz, PC - July 23, 2009 On July 16, 2009, the U.S. Department of the Treasury (Treasury) presented to Congress two separate pieces of proposed legislation related to executive compensation: a shareholder "say-on-pay" proposal and a proposal designed to ensure that compensation committees of corporate boards of directors are independent. These two proposals are part of the Investor Protection Act of 2009 and if adopted would be implemented through rulemaking by the Securities and Exchange Commission (SEC). We will monitor this as it proceeds through Congress and present the following summary of Treasury's proposals Report Link TARP and Executive Compensation: Decisions and Next Steps.Vedder Price - July 20, 2009 Tom Desmond, Shareholder and Co-Chair, Executive Compensation Practice Group of Vedder Price, joined Todd Leone, President & Founder of Amalfi Consulting, Inc. to discuss TARP and Executive Compensation: Decisions and Next Steps Report Link Executive Bonus Tax Proposals.Baker Hostetler LLP - March 25, 2009 House Passes Bill Levying 90% Tax on Bonuses Handed Out by TARP Recipients;
Similar Senate Bill Forthcoming; Challenges Certain if Legislation Proceeds Report Link TARP and Executive Compensation Limits.Vedder Price - March 13, 2009 Tom Desmond, Shareholder and Co-Chair, Executive Compensation Practice Group of Vedder Price, joined Todd Leone, President & Founder of Amalfi Consulting, Inc. to discuss TARP & Executive Compensation Limits. Report Link TARP Companies Must "Stop, Look and Listen" Before Making Executive Compensation Decisions (pdf).Vedder Price - February 18, 2009 The American Recovery and Reinvestment Act of 2009 (the “Act”), enacted today, provides the following rules applicable to any company
receiving past or future TARP funds (“TARP Companies”) for certain employees (usually the “Top 5 Executive Offi cers,” but also, in some
cases, other highly paid employees and not just executives) during the period the federal government holds preferred stock of the TARP
Company. There are many issues and questions to address over the next few weeks. We highlight below the Act’s most signifi cant
provisions requiring TARP Companies to “stop” the operation of their executive compensation programs, to “look” at how the Act
impacts those programs, and to “listen” for expected guidance from the Treasury Department implementing this new law. Report Link The American Recovery and Reinvestment Act of 2009.Baker, Donelson, Bearman, Caldwell & Berkowitz, PC - February 18, 2009 President Obama signed the American Recovery and Reinvestment Act of 2009 (the Act) on February 17, 2009. The Act implements several broad economic stimulus, spending and related provisions, including various tax incentives for businesses and individuals. This Tax Alert summarizes some of the important tax provisions in the Act. Report Link Executive Compensation under the Emergency Economic Stabilization Act of 2008 - Executive Summary.Ford & Harrison LLP - October 22, 2008 Financial institutions electing to participate in Congress's recently enacted efforts to stabilize this industry, the Troubled Asset Relief Program (TARP), must agree to four specific restrictions on executive compensation. Report Link Executive Compensation Rules Under EESA (pdf).Jones Walker - October 16, 2008 The Emergency Economic Stabilization Act of 2008 includes important requirements
with respect to the executive compensation and corporate governance practices of
participating financial institutions. The U.S. Department of the Treasury issued additional
guidance with respect to these requirements. We have included links in the summary
below to the newly issued Treasury guidance. Report Link The Emergency Economic Stabilization Act of 2008 Extensively Regulates Executive Compensation, but Leaves Many Unanswered Questions.Littler Mendelson, P.C. - October 09, 2008 The Emergency Economic Stabilization Act of 2008 (the "Act"), signed into law by President Bush on October 3, 2008, contains several provisions affecting executive compensation. Ambiguities in the Act, however, create questions as to the scope of the Act's provisions and permissible avenues of compliance. Report Link Emergency Economic Act Implements Major Tax Changes and Tax Relief.Baker, Donelson, Bearman, Caldwell & Berkowitz, PC - October 08, 2008 On October 3, 2008, the President signed The Emergency Economic Stabilization Act of 2008 (the Act) into law. The Act contains three distinct divisions: Division A, which addresses the current economic crisis, provides for a troubled assets relief program to stabilize the economy, and contains tax reform and relief provisions; Division B, which provides for energy improvements, extensions and modifications of energy tax credits; and Division C, which contains alternative minimum tax relief, extensions of expiring individual and business tax provisions, disaster tax relief, and other miscellaneous tax provisions. 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 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.
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