Dodd-Frank.com

Initial Tax Disclosures Regarding 162(m) in Proxy Statements

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Many know that the Section 162(m) deduction limit for performance-based compensation has been repealed by the recent tax legislation together with implementation of other changes, effective for taxable years beginning after December 31, 2017, subject to transition relief.  This leaves the question about what to say about Section 162(m) during... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Director Discretionary Compensation Awards Tested by Entire Fairness Standard According to Delaware Supreme Court

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In a recent decision by the Delaware Supreme Court in In re Investors Bancorp Stockholders Litigation, the court found that director equity grants based on director discretion are subject to an entire fairness standard of review irrespective of whether stockholders have previously approved the equity incentive plan. According to the... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

ISS Seeks Comment on Updated Policies Including Gender Pay Gap

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ISS has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season. In the U.S., ISS is proposing three changes: Gender Pay Gap Shareholder Proposals: ISS is proposing specific factors to consider when making a... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

CPA Can’t be a Whistleblower for Non-Public Entities

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Reyher v. Grant Thornton, LLP analyzed whether an employee of a CPA firm is protected by the anti-retaliation provisions of the Dodd-Frank Act for lodging complaints with an employer about suspected illegal activity regarding non-public clients. The Plaintiff discovered what she believed were accounting irregularities in tax matters for non-public... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

Supreme Court to Determine Scope of Whistleblower Protection

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A percolating issue with respect to the SEC’s whistleblower regulations is whether the anti-retaliation protections apply only when suspected misconduct is reported to the SEC, or whether the protections also apply when the whistleblower reports the misconduct internally. Two circuit courts have held internal reporting is protected under the Dodd-Frank... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

CFTC Revises Whistleblower Rule to Enhance Anti-Retaliation Protection

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The CFTC has adopted final amendments to its whistleblower rules that will, among other things, strengthen the CFTC’s anti-retaliation protections for whistleblowers and enhance the process for reviewing whistleblower claims. Based on a reinterpretation of the CFTC’s anti-retaliation authority under the Commodity Exchange Act (CEA), the CFTC or the whistleblower... Read More

Topics: Derivatives, Employment, Executive Compensation

Shareholder Dismisses Case with Prejudice that Sought to Block Amendment to Intel Stock Plan

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As we noted here, a shareholder of Intel sought a preliminary and permanent injunction and any other appropriate relief with respect to a stockholder vote to approve the amendment and restatement of Intel’s 2006 equity incentive plan to add 33 million shares to the plan and extend its term. The... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

Equity Grants to Directors Subject to Business Judgment Review as a Result of Specific Plan Limits

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[Update.  This case was overruled on appeal.  See our analysis here.] The Delaware Court of Chancery examined equity grants to directors in In Re Investors Bancorp, Inc. Stockholder Litigation.  The equity incentive plan, or EIP, at issue included the following limitations on grants: A maximum of 4,411,613 shares, in the... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities