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IRS Indefinitely Extends Use of Electronic Signatures for Section 83(b) Elections

"On October 17, 2023, the [IRS] updated its Internal Revenue Manual to fully incorporate ... certain e-signature policies and procedures permitting the use of electronic signatures on certain forms, including elections under section 83(b) of the Internal Revenue Code ... This indefinitely extends the prior temporary relief granted by the IRS that was set to expire on October 31, 2023."

20th Annual Corporate Governance and Executive Compensation Survey

"[This] survey explores key issues including human capital management; diversity and inclusion (D&I) practices; ESG metrics; cybersecurity and risk management; governance practices of newly public companies; compensation clawback policies; CEO pay ratio; and shareholder activism[.]"

SEC Staff Publishes Statement Regarding Form CRS Disclosures

"Among the Committee's observations ... [1] firms are not permitted to include disclosures in the relationship summary beyond those that are required or permitted by the Form CRS instructions ... [2] firms must summarize the principal fees and costs that retail investors will incur; [3] investment adviser firms that offer wrap fee programs must adequately describe these programs ... and [4] firms must disclose how their professionals are paid and describe potential conflicts related to such compensation in a way that helps investors understand how conflicts may impact a financial advisor's motivation."

ESG Continues to Find Its Way Into Incentive Compensation Plans: Corporate Governance and Executive Compensation Survey, 2021 (PDF)

"Traditional incentive compensation metrics, namely quantitative shareholder return and financial and operational metrics, still dominate but, increasingly, qualitative 'social' factors, such as diversity and pay equity, are playing a meaningful role in executives' take-home incentive pay."

House Ways and Means Proposes Accelerating Changes to Section 162(m)

"Under the proposal, the term 'applicable employee remuneration' would expressly include performance-based compensation, commissions, post-termination compensation and beneficiary payments, thus clarifying the type of compensation that counts toward the $1 million compensation limit on deductibility. The proposal also would clarify that 'applicable employee remuneration' includes compensation for services to a publicly held company even if not directly paid by such company."

162(m) Covered Employee List to Grow

"For taxable years beginning after December 31, 2026, a publicly held corporation's list of 'covered employees' will expand by five and no longer be limited to executive officers.... [T]he five highly compensated employees added by the Act ... will only be covered for the years in which they are in the most highly compensated group[.]"

ESG Slowly Finding Its Way Into Incentive Compensation Plans: Corporate Governance and Executive Compensation Survey, 2020 (PDF)

4-page article, beginning at page 23 of 85-page document. "[This article examines] the forces have led to the increased use of ESG metrics in incentive compensation plans and action items for companies looking to consider incorporating ESG metrics into their incentive compensation programs."

DOL: Rollover Recommendations May Constitute Advice; Proposes Prohibited Transaction Exemption

"The DOL appears to have abandoned its efforts over the last decade to reframe the test for determining who is an investment advice fiduciary and has instead reaffirmed the five-part test.... Unresolved by the guidance are the types of relationships involving an adviser providing 'financial advice' on a regular basis.... In providing broad, principles-based relief for financial advisers' compensation arrangements, the proposed exemption differs from the DOL's historic approach to granting prohibited transaction exemptions, which generally provided relief for discrete, identified transactions."

DOL Offers Comfort to 401(k) Plan Fiduciaries Offering Private Equity Investments

"The investment alternatives for which the Information Letter provides relief involve asset allocation funds, such as target-date, target risk or balanced funds with a private equity component. In addition to the private equity component, these funds would have a sufficient pool of assets to ensure diversification among other asset classes with different risk and return characteristics."

Checklist for Incentive Compensation Impact of COVID-19 (PDF)

"This checklist includes items for companies and their boards to consider with respect to incentive compensation in light of the COVID-19 outbreak and the resulting market uncertainty. Boards and management teams"