Headlines about "Executive benefits"
Gathered from the web by the editors at BenefitsLink.com.
Value of Golden Parachutes at America's 20 Largest Publicly-Traded Companies Decreased by Approximately 40% in Past Two Years
Excerpt: "A new study conducted by New York management consultant Alvarez & Marsal found the average value of change in control benefits provided to CEOs decreased to $22,987,661 in 2009 from $38,355,523 in 2007. Similarly, the average value provided to other non-executive officers fell to $7,975,671 in 2009 from $13,191,635 in 2007, according to a press release." (PLANSPONSOR.com)
[Guidance Overview] DOL FAQs on How Pharmacy Benefit Manager Compensation Is Reported for Form 5500 Schedule C Purposes
Excerpt: "EBIA Comment: It is interesting to see the DOL provide such specific guidance for PBMs. Those entities, and the plans they provide services to, will want to take note. But it is important to remember that Schedule C will not be required for an ERISA welfare plan unless it has a trust (or should have had a trust because Technical Release 92-01 does not apply). And in light of a growing number of cases addressing whether PBMs are ERISA fiduciaries, we find noteworthy the DOL's caveat that the guidance on rebates and discounts is for Schedule C purposes only and does not indicate the agency's view on other ERISA Title I provisions." (Employee Benefits Institute of America)
[Opinion] Placement of the Compensation Risk Disclosure in the Proxy Statement
Excerpt: "'The new rules do not specify where the disclosure should be presented. However, to ease investor understanding, the staff recommends that Item 402(s) disclosure be presented together with the registrant's other Item 402 disclosure. The staff would have concerns if the Item 402(s) disclosure is difficult to locate or is presented in a fashion that obscures it.'" (Michael Melbinger via Winston & Strawn LLP)
[Guidance Overview] IRS Provides Section 409A Correction Program for Certain Document Failures (PDF)
4 pages. Excerpt: "Even in the absence of Notice 2010-6, an employer may at any time amend provisions for benefits that have not yet accrued, but the amendment will only protect benefits that accrue after the effective date of the amendment." (Buck Consultants)
[Guidance Overview] Relief and New Concerns: Notice 2010-6 and Correcting Section 409A Document Failures
Excerpt: "Although the Notice provides guidance, its examples also give employers cause for concern. For example: . . . The phrase 'termination of employment' may violate section 409A if it leads to payments in situations not permitted under section 409A (for example, where an employee reduces their hours or is re-hired as an independent contractor providing significant services after termination of employment). Previously, the IRS had informally indicated that the term was acceptable. . . . [Further, severance] payments contingent on a release of claims or the end of a rescission period may violate section 409A (if the compensation to be paid is subject to section 409A)." (Dorsey & Whitney)
How Effective Is Your Company Clawback?
Excerpt: "Clawback provisions in employment agreements and compensation plans, which permit a company to recoup bonus or other compensation paid or owed to an employee, are on the rise. Shareholder groups, legislators and compensation reform advocates endorse clawbacks as an effective tool to prevent executives and other employees from retaining undeserved windfalls and to enhance pay-for-performance initiatives." (Pillsbury Winthrop Shaw Pittman LLP)
[Opinion] How to Address Compensation Risk in this Year's Proxy Statement
Excerpt: "The final rule requires a company to address its compensation policies and practices for all employees, including non-executive officers, if the compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the company. . . . However, what public company in the US would state in its proxy that 'our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the company'? The answer is: none." (Michael Melbinger via Winston & Strawn LLP)
[Guidance Overview] Guidance Providing Relief for Certain Plan Document Failures Under Code Section 409A
Excerpt: "A full description of all the guidance and associated relief provided by this notice is well beyond the scope of this article. Instead, we will summarize generally eligibility for relief under the notice, the areas within the scope of the notice, discuss underlying themes and consider how employers might use this guidance to their advantage." (J.P. Morgan Compensation and Benefit Strategies)
[Guidance Overview] IRS Notice Provides Employers with Ability to Correct Defects in Nonqualified Plan Documents (PDF)
10 pages. Excerpt: "Many Employers expended a great deal of effort from 2005 to 2008 to comply with Section 409A and understandably may havereached a certain level of Section 409A exhaustion. Nevertheless, it is possible that one or more of the types of plan defects described in the 2010 Notice may exist in one or more Nonqualified Plans, particularly for arrangements that might mistakenly have been considered to be exempt from Section 409A (such as short-term deferrals)." (McDermott Will & Emery)
[Guidance Overview] IRS 409A Document Correction Program: The Six Month Payment Delay for Key Employees
Excerpt: "Generally, if a payment to a key employee of a public company is (i) subject to Section 409A and (ii) triggered by the employee's 'separation from service,' that payment must be delayed by at least six months after the employee's separation. If the relevant agreement or plan document does not explicitly provide for this delay, it violates Section 409A, potentially triggering immediate taxation, an additional 20 percent tax, and other penalty taxes." (Haynes and Boone LLP)
[Guidance Overview] IRS Relief for Section 409A Document Failures and Guidance on Deducting Contingent Bonus Compensation
Excerpt: "While many companies performed an indepth review of their nonqualified deferred compensation arrangements in anticipation of the January 1, 2009 Section 409A compliance deadline, Notice 2010-6 is still a welcome piece of guidance from the IRS. Any document failures covered bythe Notice should be corrected by companies in 2010 to reduce or avoid tax penalties for their service providers." (Jenner & Block LLP)
[Guidance Overview] IRS Section 409A Document Correction Program (PDF)
4 pages. Excerpt: "The IRS takes the position that many standard release provisions in employment and severance agreements violate Section 409A. Under Section 409A, payments upon a separation of service must commence within 90 days after the separation and the participant must not have an election as to when to commence payments." (Dechert LLP)
[Guidance Overview] Accrual-Basis Taxpayer Cannot Take Bonuses into Account until Paid
Excerpt: "Further, the IRS pointed out that the 'all events' test cannot be satisfied earlier than when the 'economic performance' occurs. Because the employer's bonus plan required the employees to continue their service to the company until the date the bonuses were paid, the economic performance did not occur and the liability was not fixed until the date the bonuses were actually paid." (Deloitte via BenefitsLink.com)
[Guidance Overview] Correction Program for Section 409A Document Failures Issued; Changes to Form 5500 for 2009; IRS Clarifies Timing to Claim COBRA Subsidy Credit
Focus on Employee Benefits, January 27, 2010. (Miller & Chevalier Chartered)
[Guidance Overview] Some Good News Under the 409A Correction Program
Excerpt: "The good news is that the Notice permits the employer to amend the plan or agreement to precisely specify the designated period according to the requirements of the regulations. The bad news is that the employer had better amend the plan or agreement quickly, or its affected employees could face stiff penalties." (Michael Melbinger via Winston & Strawn LLP)
[Opinion] Underfunded Pensions and the Issue of Executive Compensation
Excerpt: "Obviously, out in the political atmosphere, these two things -- PBGC liability and executive compensation -- are connected somehow, but is there a logic to that connection?" (PLANSPONSOR.com)
Another Trap for Employers Under the IRS' Notice on 409A Correction Procedures
Excerpt: "As I noted in the first two Blogs, the Notice does much more than just offer correction methods. It contains examples of situations that the 409A final regulations do not clearly address ? and provides for significant penalties for many plan provisions that a normal person might view as a foot fault. The Notice includes this example relating to the everyday situation where the employer requires the employee to sign a release of claims before it pays him/her severance." (Michael Melbinger via Winston & Strawn LLP)
[Guidance Overview] Accounting for Stock Compensation Under FASB ASC Topic 718 (PDF)
13 pages. Excerpt: "Topic 718 creates a more 'level playing field' for equity incentive design that is expected to result in the increased prevalence of full-value and performance-vesting awards, and a corresponding decline in plain-vanilla, tax qualified, and reload stock options, and employee stock purchase plans. This paper summarizes the mostpertinent provisions of accounting for stock compensation under Topic 718 and other related FASB and Securities and Exchange Commission (SEC) Topics." (Frederic W. Cook & Co., Inc.)
[Guidance Overview] Section 409A Documentary Compliance Deadline (PDF)
5 pages. Excerpt: "This program is a good opportunity to check with benefits counsel regarding any further corrections and/or clarifications that may be required under a nonqualified plan or agreement to make it Section 409A compliant and to take advantage of the transition relief period to amend these documents. Please keep in mind that Section 409A affects any document that permits deferral of compensation." (Drinker Biddle & Reath LLP)
Missouri State Employees Retirement System Board Votes to Drop Staff Bonuses
Excerpt: "The Missouri State Employees Retirement System (MOSERS) board voted 8-1 Thursday to discontinue bonuses and automatic cost-of-living raises for the system's 72 employees. According to a report in the St. Louis Post-Dispatch, MOSERS Executive Director Gary Findlay said anything that can be termed a bonus is 'poison' in the current economic climate and hurts the image of the retirement system, the Post-Dispatch reported." (PLANSPONSOR.com)
Tallahassee, FL City Officials Amass More Than $1 Million in 'Deferred Compensation'
Excerpt: "Tallahassee city commissioners and top-ranking city officials have amassed a small fortune -- more than $1 million combined -- in their 'deferred compensation' retirement accounts. Commissioners quietly approved the benefit in 2005 with a 4-1 vote. But it wasn't until last year that they began facing criticism over the practice. Citizens and candidates have been hammering commissioners in public meetings, and one candidate, Erwin Jackson, recently filed a complaint with the Florida Commission on Ethics saying commissioners illegally increased their salaries by approving the measure and violated the city charter in the process." (tallahassee.com)
Report from Executive Compensation Research Firm Paints Picture of Changed Executive Compensation Landscape
Excerpt: "Among the issues addressed in Equilar Inc.'s 2010 Executive Compensation Outlook Report: giving executives salary bumps instead of traditional perks, clawback policies designed to recoup ill-gotten compensation from executives; and some companies increasing salary to make up for recent cutbacks because of the economic downturn." (PLANSPONSOR.com)
[Guidance Overview] IRS Correction Program for Nonqualified Deferred Compensation Plans That Violate Section 409A As a Result of Certain Plan Document Failures (PDF)
4 pages. Excerpt: "Based on the guidance and relief provided under the Notice, companies should consider taking the following steps: [1] Confirm with all business units and all relevant departments that severance, employment agreements, reimbursement arrangements, commission plans, bonus plans and deferred compensation plans have been reviewed for compliance with Section 409A. [2] . . . ." (Thompson Hine LLP)
[Opinion] More Bad News for Employers Under the IRS Notice on Correction Procedures
Excerpt: "As I noted . . ., the IRS issued Notice 2010-6, Relief and Guidance on Corrections of Certain Failures of a Nonqualified Deferred Compensation Plan to Comply with ?409A(a) (the 'Notice'). Importantly, the Notice does much more than just offer correction methods. It contains numerous examples of situations that the 409A final regulations do not clearly address ? and provides for significant penalties for many plan provisions that a normal person might view as a foot fault." (Michael Melbinger via Winston & Strawn LLP)
[Guidance Overview] IRS Correction Program for Code Section 409A Document Violations: One Last Chance to Avoid 409A Income Inclusion and Penalties
Excerpt: "In addition to providing methods for correcting certain common Code Section 409A violations so that some or all income inclusion and penalties are avoided, the Notice provides guidance on certain commonly used language that will not generally result in a 409A document violation. Generally, arrangements under examination by the IRS are not eligible for correction, and not all document violations can be corrected under the Notice. However, many common unintentional failures can be corrected, including . . . ." (Poyner Spruill LLP)
[Guidance Overview] IRS's Voluntary Correction Relief for NDCP Documents (PDF)
Excerpt: "A new IRS program allows nonqualified deferred compensation plan (NCDP) sponsors to identify plan provisions that do not comply with tax code section 409A and to promptly correct any such failures. This Client Action Bulletin outlines the eligibility requirements and other specifics contained in IRS Notice 2010-6." (Milliman)
[Official Guidance] Final SEC Regs: Shareholder Approval of Executive Compensation of TARP Recipients (PDF)
7 pages; effective date is February 18, 2010. Excerpt: "[T]he Emergency Economic Stabilization Act of 2008 requires companies that have received financial assistance under the Troubled Asset Relief Program ('TARP') to permit a separate shareholder advisory vote to approve the compensation of executives, as disclosed pursuant to the compensation disclosure rules of the Commission, during the period in which any obligation arising from financial assistance provided under the TARP remains outstanding. The amendments are intended to help implement this requirement by specifying and clarifying it in the context of the Federal proxy rules." (U.S. Securities and Exchange Commission)
[Guidance Overview] Towers Watson Monthly Regulatory Round-Up on Executive Compensation, December 2009 (PDF)
4 pages. Excerpt: "The Monthly Regulatory Round-Up is a high-level summary of legal and regulatory developments that occurred during July 2009 that may be relevant to large employers. Developments are sorted according to federal legislative developments, federal regulatory guidance, other developments (e.g., significant litigation, studies, select state law developments)." (Towers Perrin)
[Guidance Overview] IRS Relief and Voluntary Correction Program for Certain Section 409A Document Failures
The document includes an appendix titled: Document Failures, Corrections, and Relief. (Proskauer Rose LLP)
[Guidance Overview] Who is Entitled to Life Insurance Benefits and Top-Hat Benefits from an ERISA Plan Following a Divorce or a Marital Separation?
Excerpt: "ERISA plans generally need not follow state-court orders. On the other hand, ERISA plans must follow the designation terms of those DROs which are qualified domestic relations orders ('QDROs'). Questions have been raised about whether life insurance plans and top-hat plans (which are pension plans maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees), must follow the designation terms of a DRO that 'satisfies the QDRO requirements,' but contradicts a designation made pursuant to the plan terms." (NYSBA Family Law Review Newsletter via Social Science Research Network)
Preemption Provisions of ERISA Allow Fully Insured Health Plans That Discriminate in Favor of Highly Compensated
Excerpt: "For a full three decades, employers with fully insured health plans have been able to provide tax-free medical benefits just to executives because discrimination laws are different for insured plans than for self-funded plans. However, under the Senate's health reform proposal (which adds a new Sec. 2716 to the Public Health Service Act), this plan design will be prohibited." (Wolters Kluwer)
[Guidance Overview] Notice with Plan Document Correction Procedures for 409A Goes Way Beyond Correction Procedures
Excerpt: "On January 5, 2010, the IRS issued Notice 2010-6, Relief and Guidance on Corrections of Certain Failures of a Nonqualified Deferred Compensation Plan to Comply with ? 409A(a) (the 'Notice'). Importantly, the Notice does much more than just offer correction methods. It contains numerous examples of situations that the 409A final regulations do not clearly address ? and provides for significant penalties for many plan provisions that a normal person might view as a foot fault." (Michael Melbinger via Winston & Strawn LLP)
[Guidance Overview] Document Correction Guidance Under Section 409A
Excerpt: "Groom principals, Brigen Winters and Jeffrey Kroh, provide an overview of Notice 2010-6, which provides 'reasonable solutions' on how to fix Section 409A plan document failures. In addition to discussing the various types of corrections available and summarizing substantive guidance provided in the notice, the authors identify significant advantages to making corrections in 2010 under the notice's special transition rules." (Groom Law Group)
Official Summary of the Wall Street Compensation Reform Act of 2010 (PDF)
3 pages. (American Benefits Council)
[Guidance Overview] SEC Rule Changes for 2010: Be Ready to be Held Accountable (PDF)
12 pages. Excerpt: "Although the SEC's final rules made welcome improvements upon a few of the original proposals, the final rules are fairly consistent with the proposed rules. Compliance should be achievable on registrants' regular proxy schedule, provided that directors and officers start the year by establishing a time-and-responsibility schedule for ensuring a thoughtful response to the new rules." (Paul, Hastings, Janofsky & Walker LLP)
New Executive Compensation Disclosure Rules Take Effect with Company Shareholder Proxies This Year
Excerpt: "Perhaps the most impressive fact is that the new information will be available this year. Mary L. Schapiro, the S.E.C. chairwoman, decided to fight her way through bureaucratic delays to get the new rule out just in time for this year's proxy season. Under normal S.E.C. procedures, there is little doubt the changes would have been effective a year from now, not this year." (The New York Times; free registration required)
[Guidance Overview] SEC Final Enhanced Compensation and Corporate Governance Disclosure Requirements
Excerpt: "Note that the SEC stated in the release that under the current CD&A disclosure rules, to the extent that risk considerations are a material aspect of the company's compensation policies or decisions for its named executive officers, the company is required to discuss them as part of the CD&A and will continue to be required to discuss them in the CD&A after the adoption of these amendments." (Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C.)
[Guidance Overview] IRS Guidance on Correcting Failures under Section 409A
Excerpt: "Specifically, Notice 2010-6 permits taxpayers to correct certain failures under section 409A to comply with plan document requirements or, in certain circumstances, to limit the amount includible in income and additional taxes under section 409A as a result of the plan document failure." (The ERESA Industry Committee)
[Guidance Overview] IRS Voluntary Correction Program for Document Failures Under Deferred Compensation Plans
Excerpt: "In Notice 2010-6, the Internal Revenue Service provides methods for taxpayers to voluntarily correct many types of failures to comply with the document requirements applicable under IRC Sec. 409A to nonqualified deferred compensation plans and thereby avoid or reduce the current income inclusion and additional taxes under Sec. 409A." (Wolters Kluwer)
[Guidance Overview] Section 409A Document Failure Correction Program Outlined in IRS Notice 2010-6
Excerpt: "In general, Notice 2010-6 provides significant relief with respect to potential document failures, in allowing correction in one year to address failures in prior years. This notice and Notice 2008-113 give taxpayers many opportunities to address noncompliance in advance of an IRS examination. Audit activity related to ? 409A has commenced and individuals with noncompliant compensation are sometimes receiving notices." (Deloitte via BenefitsLink.com)
Goldman Sued by Pair of Pension Funds
Excerpt: "The plaintiffs, Central Laborers' Pension Fund and the Security Police and Fire Professionals of America Retirement Fund, argue that Goldman should not rely on its traditional method of paying out half its revenues in compensation in light of extraordinary U.S. government intervention in financial markets over the past year." (TheStreet.com)
[Guidance Overview] IRS Document Corrections Program for Deferred Compensation Plans Under Code Section 409A (PDF)
10 pages. Excerpt: "Importantly, the Notice provides a relatively generous initial timeline to correct document errors, setting the transitional deadline for fixing document failures at December 31, 2010, which is extremely valuable in that it substantially limits the income inclusion and additional taxes that might otherwise apply." (Morgan, Lewis & Bockius LLP)
Goldman Sachs Bonuses Draw Pension Fund Suit
Excerpt: "Goldman Sachs Group Inc has been sued by an Illinois pension fund seeking to recover billions of dollars of bonuses and other compensation being awarded for 2009, saying the payouts harm shareholders." (PLANSPONSOR.com)
[Guidance Overview] New Executive Compensation and Corporate Governance Rules for 2010 Proxy Season
Excerpt: "A summary of the new rules is set forth below and the text of the SEC's adopting release for the new rules is available at http://sec.gov/rules/final/2009/33-9089.pdf. In addition, the SEC staff has published a series of compliance and disclosure interpretations to address transition reporting which are available at: http://sec.gov/divisions/corpfin/guidance/pdetinterp.htm." (Seyfarth Shaw LLP)
Underfunded Pensions and Executive Compensation
Excerpt: "The Government Accountability Office released a report detailing the executive compensation practices of 10 firms that also terminated (in connection with bankruptcy) the underfunded pension plans they sponsored. In this article, we review the findings of the report and their potential implications on the link between pension funding and executive compensation." (J.P. Morgan Compensation and Benefit Strategies)
[Guidance Overview] Correction Program for 409A Plan Documents
Excerpt: "Only certain types of document failures are eligible for relief under Notice 2010-6. Some of the plan provisions that may be 409A violations and eligible for correction are . . . ." (Holland & Hart LLP)
Summary of Non-TARP Related Executive Compensation Legislation in the 111th Congress (PDF)
15 pages. Excerpt: "This is a summary of federal legislation currently pending that may be relevant to employers." (Buck Consultants)
[Guidance Overview] New SEC Disclosures Rules: Reporting of Voting Results on Form 8-K
Excerpt: "The new rules make one important change to reporting requirements for Form 8-K. The rules transfer the requirement to disclose shareholder vote results from Forms 10-Q and 10-K to Form 8-K. New Item 5.07 to Form 8-K requires companies to disclose on the form the results of a shareholder vote and to file that information within four business days after the end of the meeting at which the vote was held." (Michael Melbinger via Winston & Strawn LLP)
[Guidance Overview] Effects of the New Compensation and Corporate Governance Rules on the 2010 Proxy Season (PDF)
7 pages. Excerpt: "The adopting release provides that the new rules apply to any filings made on or after February 28, 2010, by companies with fiscal years ending after December 19, 2009. In addition, on December 22, 2009, the SEC Staff issued Compliance and Disclosure Interpretations (CD&I's), which are available at http://sec.gov/divisions/corpfin/guidance/pdetinterp.htm and clarified the start date of these rules." (McDermott Will & Emery)
[Guidance Overview] New Disclosure Rules for 2010 Proxy Season (PDF)
8 pages. Excerpt: "To facilitate companies' preparation for the upcoming 2010 proxy season, the Commission published the adopting release, including the text of the final rules, the same day it approved the rules." (Drinker Biddle & Reath LLP)
[Official Guidance] Text of IRS Notice 2010-6 Providing Voluntary Correction Program for 409A Document Failures; Revisions to 2008 Procedures for Certain Operational Failures (PDF)
86 pages. Excerpt: "This notice provides methods for taxpayers to voluntarily correct many types of failures to comply with the document requirements applicable under ? 409A of the Internal Revenue Code (Code) to nonqualified deferred compensation plans and thereby avoid or reduce the current income inclusion and additional taxes under ? 409A. This document correction program is intended to encourage taxpayers to review nonqualified deferred compensation plans to identify provisions that fail to comply with the requirements of ? 409A and ? 1.409A-1(c) of the Income Tax Regulations (a document failure), and to correct those plan provisions promptly, while also not providing an advantage to taxpayers participating in plans that initially fail to comply with ? 409A over taxpayers participating in plans drafted in compliance with ? 409A. . . . This notice also clarifies certain aspects of Notice 2008-113, which addresses certain failures of nonqualified deferred compensation plans to comply with ? 409A in operation (operational failures) . . . ." (Internal Revenue Service)
[Guidance Overview] SEC Developments and Other Issues Affecting Your 2009 Annual Report and the Upcoming Proxy Season (PDF)
17 pages. Excerpt: "As always this time of year, [Snell & Wilmer presents the January issue of 'Corporate Communicator'] to help you prepare for the upcoming annual report and proxy season. This issue highlights some of the considerations your company should focus on this annual meeting season." (Snell & Wilmer L.L.P.)
[Guidance Overview] SEC's Revised Executive Comp and Governance Disclosure Amendments for 2010
Excerpt: "For a compensation consultant who played a role in determining or recommending the amount or form of executive or director compensation and also provided additional services to a company, the proposed rules would have required the company to identify the consultant and to disclose the aggregate fees paid to the consultant along with a description of the additional services. The SEC's final rules include this requirement with modifications that limit the scope of the disclosures." (McGuireWoods LLP)
[Guidance Overview] SEC's Proxy Disclosure Enhancements
Excerpt: "What You Should Do Now. We suggest that you: Update your board or compensation committee on the new rules. Consider whether your company's compensation policies and practices for employees generally are reasonably likely to have a material adverse effect on the company. If so, you should consider the information that will be needed to prepare appropriate disclosure based on the particular facts and circumstances of your company." (Wilson Sonsini Goodrich & Rosati)
[Guidance Overview] 2010 Annual Meeting Season Preparations (PDF)
17 pages. Excerpt: "In this issue, we are including our customary articles on recent SEC and NYSE/NASDAQ developments. We are also including morein-depth articles on the elimination of broker discretionary voting indirector elections and recent developments in the enforcement arena.In our view, the big items for the 2010 annual meeting season are theelimination of broker voting in director elections and the trends andconsiderations related to executive compensation." (Snell & Wilmer L.L.P.)
[Guidance Overview] February 1, 2010 Deadline and Final Regulations on Return and Information Statement Requirements for ISOs and ESPPs
Excerpt: "This Update summarizes key highlights from the existing and new final regulations and offers practical guidance." (Perkins Coie LLP)
[Guidance Overview] IRS Guidance on Application of 409A Rules to Deferred Comp Payments Under TARP Advisory Opinion
Excerpt: "The guidance only applies to TARP recipients and their service providers and only to the extent that the compensation paid by the TARP recipient to a service provider is addressed by an advisory opinion of the Special Master, pursuant to the Emergency Economic Stabilization Act of 2008 (EESA; P.L. 110-343), as amended by the American Recovery and Reinvestment Act of 2009 (ARRA; P.L. 111-5), and regulations thereunder, issued after September 30, 2009." (Wolters Kluwer)
[Guidance Overview] SEC Enhancements to the Current Proxy Disclosure Requirements (PDF)
7 pages. Excerpt: "The new rules will require a company to disclose or enhance its disclosure of: compensation policies as they relate to risk; potential conflicts of interest with regard to compensation consultants; stock and option compensation awards; director and nominee qualifications and background; diversity policies relating to board membership; the rationale behind company leadership structure; and shareholder voting results on Form 8-K." (Sutherland Asbill & Brennan LLP)
[Guidance Overview] SEC's Disclosure Rules for Executive Compensation and Corporate Governance (PDF)
7 pages. Excerpt: "The amendments will generally apply to disclosure for the 2010 proxy season. If a company's fiscal year ends on or after December 20, 2009, its Form 10-K and proxy statement filed on or after February 28, 2010 must meet the new disclosure requirements." (Haynes and Boone LLP)
Former Comverse Executives to Pay $62M to Settle Suits on Alleged Stock Option Backdating
Excerpt: "Former executives of Comverse Technology Inc. will pay $62 million to partially fund a class action settlement stemming from alleged stock option backdating. Most of the money will come from the voicemail software maker's former CEO, who fled the country to avoid prosecution in the backdating scheme." (The Washington Post; free registration required)
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