2019 Alerts

​2019.05.06  Director Compensation - ISS Data and Commentary.  This Harvard Governance Blog shares excellent analytics published by Institutional Shareholder Services. Corporate boards would be smart to pay attention because their own compensation continues to present the #1 risk of shareholder derivative litigation. See  Director Comp. Litigation  and  Survey Data

2019.04.26  New Jersey Non-compete Law Examined . . . in 3rd Circuit decision.  ADP was held to have embedded overly-broad non-competition restrictions within its stock option grants to key employees. The Third Circuit nevertheless remanded the case because, under NJ law,  . . . continued with case link at Restrictive Covenants - New Jersey

2019.04.16  ISS Report: Executive Compensation Trends 2019.  In its  recent report, ISS presents significant survey data based on 2019 proxy statements by more than two-thirds of S&P 500 companies and approximately half of Russell 3000 companies. For instance, ISS reports that ... continued at  Executive Compensation Surveys.

2019.03.22  Private Equity Firm Sued for Portfolio Co.'s Withdrawal Liability.  The Sun Capital case and its progeny should remain red flags for private equity firms. Case in point: the Teamsters just filed a complaint seeking $1.4 million in withdrawal liability from a PE firm due to ... continued at  ERISA Controlled Group Liability.​

2019.02.06  Say on Pay Reminder: Excise the Irritants.  There is a subtlety within a recent empirical study about how companies react to negative say on pay. While the problem comes from pay-for-performance (P4P) disconnects, the solution does not seem to involve reducing the compensation, but instead . . .   continued at  Say on Pay.

2019.01.28  Unfortunate yet Timely Reminder: "All Means All" for Executive Pay Disclosures.  In the wake of reports that its CEO underreported over $79 million of compensation, Law360 not surprisingly reports that "Nissan Faces SEC Inquiry." From the company perspective, Nissan's prior press release gives a sense of the risk, in that . . . continued at Securities Disclosure - Violations.

2019.01.02   Tax Exempt Orgs - IRS Notice re Executive Compensation.  The IRS just released Notice 2019-09, with further info  here. ​