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   Executive Compensation   Loyalty  Business Issues

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   Securities / Disclosure

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​   Tax   ​/    Tax-exempt Orgs

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   Litigation by Executives  (ERISA litigation)

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Notable Developments as of 2018.04.20

2018.04.19  Excessive Compensation Claims Proceed vs CBS Directors. A Delaware Chancery Court decision details "an extreme factual scenario" involving salary and bonus payments that CBS paid to Sumner Redstone during a time when it was well-publicized that his health was failing.  The lesson for corporate directors involves . . .  continued atExcessive Compensation Claims.

2018.04.17  Going Forward after Code 162(m) Changes.  It is one thing to recognize what changed, and another to take smart action in response. ISS has given some indication of what it expects. For discussion of these points and some ideas drawn from a teleconference that I co-hosted today, go to Code 162(m) Update 2018.

2018.04.07  Voluntary Severance Plan - Fidelity's Experience. What happens when 3,000 employees over age 55 receive a buy-out offer because they have more than 10 years of experience?  Fidelity made that offer, and its results do not surprise because . . .  continued at  Voluntary Severance Plans, with a discussion of how those buy-out plans can work - and backfire.

2018.04.05  Tax Exempt Orgs - Watch out for 990 Audit.  Does anyone at the IRS really read Form 990s, 990-EZs, and 990-PFs?  Interestingly, the first level reader is not a human but a . . . continued at 990s.

2018.03.12  Successor Liability under ERISA -- "Big Buyer" Defense Fails for Asset Purchaser (7th Circuit decision).  To be held liable for a seller's ERISA withdrawal liability relating to a multiemployer plan, an asset purchaser must (1) have notice of the obligation, and . . . continued at Defined Benefit Liabilities.

2018.02.21 Director Compensation - Precautions for Boards to Consider. See Wagner Law Blog for  "Litigation Risks Escalate for Director Compensation: How to Avoid Becoming the Next Target". 

2018.02.22  New Year - New Stock PlanIf your company is on the bubble - or even close to the bubble - about adopting a new or restated stock plan, see this Bloomberg article for reasons why it makes sense to move forward now for shareholder approval in 2018.  The reasons go far beyond seeking more shares for awards (although that is generally the driving reason).  The article highlights a wide range of plan improvements that fun the gamut from authorizing smarter and more customized awards to . . .  continued at Stock Plan Improvements. 

2018.02.07  "The Front Line in the War Against Sexual Harassment" explains why "For employers who agree that bad acts should have bad consequences, 2018 will be a good year in which to revisit what is placed at risk, and how that risk will materialize."  Further discussed at  Dismissals for Cause.


2018.06.19  Private Companies & M&A Benefit Plan Issues.  That's the topic for my PLI briefing in NYC on June 19th. For the powerpoint or with questions, just  email Mark.

2017.04.04   Claims Releases and Government Enforcement Risks.  The SEC and the EEOC have been slapping significant penalties (up to $1.4 million so far) on employers whose separation agreements with former employees - or employment agreements with active employees -- discourage whistle-blowing actions.  See this Release Checklist for provisions to consider updating.


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