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

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) for adopting regulations required by section 952 of the Reform Act, the Securities and Exchange Commission (the “SEC”) on June 20, 2012 issued a press release and published final rules (Release No. 33-9330) (the “Final Rules”) for compensation committee and compensation adviser independence requirements.
Continue Reading SEC Adopts New Rules Calling For Greater Independence Standards For Compensation Committees And Their Advisers

The arrival of a new year means that another proxy season is not that far off.  A highlight of the 2011 proxy season was that it marked the first year in which shareholder advisory votes on executive compensation (“Say on Pay”) were conducted in accordance with the Dodd-Frank Act.
Continue Reading Spotlight on Pay For Performance Intensifies as ISS Releases New Evaluation Methodology for 2012 Proxy Season

Summary

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 generally 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 Prepare for Annual ISO/ESPP Reporting in January 2012

In accordance with its 2010-2011 Priority Guidance Plan, the Internal Revenue Service published in the June 24, 2011 Federal Register proposed regulations (the “Proposed Regulations”) covering certain aspects of Internal Revenue Code Section 162(m).
Continue Reading New Internal Revenue Code Section 162(m) Proposed Regulations Take Surprising Position on Restricted Stock Unit Grants

With the end of April 2011, it has been one-hundred days since shareholders were able to render advisory votes on the executive compensation provided at their publicly-held companies in accordance with rules adopted by the Securities and Exchange Commission (“SEC”) in January 2011 (“Say-On-Pay”).  These rules were promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”).  Our Say-On-Pay Site provides periodic blogs on Say-on-Pay developments, along with an overview of the applicable rules and requirements, and there are also updated Say-On-Pay voting results and statistics.
Continue Reading The First 100 Days of Say-On-Pay Mark Many More Failed Votes and the Advent of Say-On-Golden Parachutes

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) and its own timetable for proposing regulations required by section 952 of the Reform Act, the Securities and Exchange Commission (the “SEC”) on March 30, 2011 issued a press release and published proposed rules (Release No. 33-9199) (the “Proposed Rules”) for compensation committee and compensation advisor independence requirements.
Continue Reading SEC Proposes New Rules Calling For Greater Independence Standards for Compensation Committees and Their Advisors

It has now been two months since shareholders were able to render advisory votes on the executive compensation provided at their publicly-held companies in accordance with rules adopted by the Securities and Exchange Commission (“SEC”) in January 2011 (“Say-On-Pay”). These rules were promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”).  Our Say-On-Pay Site provides periodic blogs on Say-on-Pay developments, along with an overview of the applicable rules and requirements, and there are also Say-On-Pay voting results and statistics which we have been updating and posting on a daily basis. Continue Reading The Latest Results and Trends after Second Month of Say-on-Pay Voting