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Private Equity and Venture Capital Investments for 401(k) Plans

"What's changed? So far, nothing really.... Will there be additional rulemaking? Eventually.... Are there practical and operational constraints in connection with investments in alternative assets? Yes.... Is there anything to do now?"

Will the SEC Finally Provide Some Relief from the Nearly Incomprehensible Proxy Statement Requirement for a New Plan Benefits Table?

"Keith Higgins, Director of Corp Fin, hinted that he might be giving us a welcome gift in the future: a revision of Item 10 of Schedule 14A, the proxy statement ... [which is] a component of the disclosure rules that has too long been ignored and requires serious rethinking and rationalizing.... Corp Fin is currently working on the Disclosure Effectiveness Project, which focuses initially on Regs S-K and S-X, but after that, Higgins advises, the staff will then turn to the executive compensation and corporate governance information in the proxy statement.... Among the areas in the proxy statement that the staff will consider are these: [1] Item 10 of Schedule 14A ... [2] Regulation S-K Disclosure Requirements ... [3] CD&A ... [4] Compensation Tables ... [5] Compensation Committee Report ... [6] Form S-8."

Climate Change and Pension Fund Investments

"The Sustainability Accounting Standards Board is in the process of developing ways of measuring the magnitude and probability of different types of economic and financial impacts of climate change. As those tools are refined and become applicable to all of the industries in which pension funds might invest, fiduciaries of those funds will be better able to deploy their funds' capital in ways that will ensure their ability to provide future retirement income by more clearly understanding the long-term risks and rewards presented by climate change."

Incentive Stock Options and Employee Stock Purchase Plans: IRS Information Statements and Information Returns Under Section 6039

"[E]very corporation that in 2013 records ... the first transfer by an employee or former employee of stock acquired by such employee under an employee stock purchase plan (meaning a plan that is established under Section 423 of the Code, if the purchase price is either less than one hundred percent of the value of the stock on the grant date or is not fixed or determinable on the grant date) must, on or before January 31, 2014, furnish to the employee (or former employee) transferring the stock a written statement containing the information contained on Form 3922."

Transition Relief for 'Section 409A Release Timing Errors' Expires on December 31, 2012

"In order to allow sufficient time to correct such errors before the transition relief expires, employers should take the following steps: [1] Review and revise documents. [2] Obtain any necessary consents from employees to document amendments. [3] If necessary, have Board of Directors or Compensation Committee take action to adopt any necessary amendments."

Two Compensation Compliance Procedures for Public Companies

"Here is a seasonal reminder of two common annual compensation obligations for public companies: [the S-8 prospectus and the annual 'specified employee' list under Internal Revenue Code Section 409A.]"

HHS Commences HIPAA Pilot Audit Program

The vast majority of covered entities and business associates will not be audited in 2012, but they can expect the audit program to provide lessons on compliance risks and best practices. They will likely need to update their staffing, policies and procedures, training, and business associate agreements accordingly. They may also gain insight into the audit methodologies and begin preparing for potential audits in 2013 and beyond.

Incentive Stock Options and Employee Stock Purchase Plans: IRS Information Statements and Information Returns under Section 6039

"For incentive stock option exercises and transfers of stock acquired under employee stock purchase plans in 2011, the employer must furnish employee information statements no later than January 31, 2012 and must file information returns with the IRS no later than February 28, 2012 (or March 31, 2012 if filing electronically)."

Say-on-Pay Makes Debut in 2011 Proxy Season

[T]o date, less than 2% of say-on-pay proposals have failed. So what have we learned from the debut of say on pay?

What Employers Need to Know About SPDs and Other Plan Communications After Supreme Court's Decision in CIGNA Corp. v. Amara

The opinion does not offer details on what kinds of actual harm a participant must prove. Nor is it clear whether the amount of compensation available under an equitable relief claim would be similar to what a participant would receive under the pre-Amara rule adopted by many lower courts of requiring enforcement of the SPD as if it were the plan.