2016.06.21  FDIC "Golden Parachute" Rule Enforced.  The 8th Circuit refused in Rohr v. Reliance Bank to order payment of severance to a CEO, holding that the FDIC had not been arbitrary and capricious in applying its golden parachute rule.  The court's decision reviews other cases in which courts have considered the FDIC's golden parachute rule. The court also addressed the regulatory misnomer that arises from application of the FDIC's regulation to severance situations unrelated to a change in corporate control.  The 8th Circuit stated: 

  • "Finally, Von Rohr attacks the FDIC for disregarding the common meaning of golden parachute payment. However, because the term is given a specific definition in the statute, the common meaning is irrelevant."

2016.04.26  Incentive Compensation Rules for Banks (re-proposed).  For a summary, see this Paul Hastings alert titled "You Can Bank On Your Incentive Pay - Eventually: Proposed Regulations Would Require Sweeping Changes."  In contrast to the TARP rules that never influenced broader practices (due to artificial and unsound limits such as limiting incentives to 50% of salary), the newly-proposed banking regulations focus on better practices - such as deferring 50% of executive incentives for at least four years, and imposing performance-based conditions during those periods. By doing so, the banking proposal steers directors toward corporate protections that all boards should consider when constructing incentive compensation.