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Gregory C. Schick is a partner in the Tax, Employee Benefits and Estate Planning Practice Group in the firm's San Francisco and Silicon Valley offices.

On April 29, 2015, in accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”), the Securities and Exchange Commission (the “SEC”) issued a press release and published proposed regulations (Release No. 34-74835) (the “Proposed Rules”) to require certain publicly-held companies to disclose the relationship between their financial performance and the compensation that is actually paid to their named executive officers.
Continue Reading Finally! SEC Proposes New Pay for Performance Disclosure Regulations

As discussed in our October 21, 2014 blog article, Institutional Shareholder Services Inc. (“ISS”), a proxy voting advisor, instituted changes in its process for evaluating equity incentive compensation plan proposals which are being submitted for shareholder approval.  These changes were effective for shareholder meetings occurring on or after February 1, 2015.  ISS has released a FAQ on its new process which we discuss in this blog article.
Continue Reading As 2015 Proxy Season Looms, Companies Should Consider Scrutinizing Stock Incentive Plans and Equity Grant Practices in Light of New ISS Equity-Based Compensation Plan Scorecard Policy

As discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require Employers to annually furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) during a year with a detailed information statement by January 31 of the following year. In addition, Employers must file an information return with the IRS by February 28 of the following year, or by March 31 for Employers filing electronically.
Continue Reading Reminder to Perform Annual ISO/ESPP Reporting in January 2015

Recent announcements by Institutional Shareholder Services Inc. (“ISS”), a proxy voting advisor, indicate that publicly held U.S. companies may need to consider implementing certain modifications to their equity compensation plans and grant practices.  Among other things, ISS provides its institutional investor clients with recommendations on how to vote on issuer proposals (such as the adoption of (or amendment to) equity compensation plans) that are submitted to the issuer’s shareholders for their approval.  So, the views of ISS typically are of relevance to most issuers.  Recently, ISS issued a couple of news releases that address various corporate governance topics but we focus in this article on compensation related items that were covered in the ISS releases.
Continue Reading Changes on Horizon for Equity Compensation Plans as ISS Issues New Draft Policy

As discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require Employers to annually furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) during a year with a detailed information statement by January 31 of the following year. In addition, Employers must file an information return with the IRS by February 28 of the following year, or by March 31 for Employers filing electronically.
Continue Reading Reminder to Perform Annual ISO/ESPP Reporting in January 2014

On September 18, 2013, in accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”), the Securities and Exchange Commission (the “SEC”) issued a press release and published proposed rules (Release Nos. 33-9452; 34-70443) (the “Proposed Rules”) to require certain publicly-held companies to disclose the median annual total compensation of all employees and the ratio of that median to the annual total compensation of the company’s chief executive officer.
Continue Reading At Long Last: SEC Proposes New Rules to Compel Disclosure of CEO Pay as Ratio to Median Employee Pay

On December 28, 2012, the Council of Institutional Investors (CII) submitted a letter to the Securities and Exchange Commission (SEC) requesting that the SEC implement rulemaking to impose new requirements with respect to Rule 10b5-1 trading plans.
Continue Reading Changes in the Wind for Rule 10b5-1 Trading Plans?

As discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require Employers to annually furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) during a year with a detailed information statement by January 31 of the following year.  In addition, Employers must file an information return with the IRS by February 28 of the following year, or by March 31 for Employers filing electronically.
Continue Reading Reminder to Perform Annual ISO/ESPP Reporting in January 2013

Public companies should immediately review their peer group and Global Industry Classification Standard (“GICS”) codes, for purposes of executive compensation in light of the new Institutional Shareholder Services (“ISS”) guidance. If the peer group your company plans to use in the upcoming proxy for assessing and determining executive compensation is different than the peer group used in your company’s last proxy, you should contact ISS before December 21 with your new peer group list.
Continue Reading Public Companies Should Immediately Review Their Peer Groups Used in Executive Compensation Decisions Based on ISS’s New Peer Group Selection Guidance and Notify ISS of Any Changes by December 21

On April 5, 2012, the President signed into law the “Jumpstart Our Business Startups Act” (JOBS Act).  The JOBS Act also allows small businesses to harness “crowdfunding,” expands “mini-public offerings,” and streamlines the process for going public for “emerging growth companies”.   For a discussion of general provisions in the JOBS Act, please see our April 5, 2012 blog entitled “President Obama Signs JOBS Act: Landmark Reform for Small and Emerging Growth Companies Now Law”.
Continue Reading Emerging Growth Company IPO Filings Initially Embrace JOBS Act’s Reduced Executive Compensation Disclosure Requirements