Compensation, Governance & ERISA

  • Tax Cuts and Jobs Act: House and Senate Pass Tax Reform Bill

    21 Dec 2017

    On December 20, 2017, the House of Representatives and the Senate passed the “Tax Cuts and Jobs Act of 2017” (H.R. 1) (the “Bill”). This follows the release by the conference committee of the final legislative text on December 15, 2017. The Bill replaces the prior versions of H.R. 1 passed by the House of Representatives (the “House Bill”) on November 16, 2017 and the Senate (the “Senate Bill”) on December 2, 2017. President Trump signed the Bill into law on December 22, 2017. The Bill represents the most significant changes to the US tax code since 1986.

  • Delaware Supreme Court Limits Stockholder Ratification Defense for Director Compensation Decisions

    21 Dec 2017
    Last week, the Delaware Supreme Court, in In re Investors Bancorp, Inc. Stockholder Litigation (“Bancorp”), reversed the Delaware Court of Chancery and held that awards granted to directors under a stockholder-approved equity incentive plan are subject to “entire fairness” review if the plan gives the directors discretion to determine their own compensation. Bancorp, the first Delaware Supreme Court case to address ratification of director compensation since 1952, calls into question whether the “business judgment rule” applies if stockholders have not approved specific awards to directors or a formula pursuant to which such awards are made. But, it leaves open the possibility that stockholder approval of “meaningful limits” on director compensation could still defeat a claim for breach of fiduciary duty.
  • John Cannon Writes Article on Expanding Risk-Oversight Responsibility of Compensation Committees

    14 Dec 2017

    Partner John Cannon (New York-Compensation, Governance & ERISA) wrote an article titled “Risky Business: The Expanding Risk-Oversight Responsibility of Compensation Committees” that was published by Business Law Today on December 14.

  • 2018 Proxy Season – Quick Reference Guide

    7 Dec 2017

    Death, taxes and proxy season. Although it may seem like you just filed your 2017 proxy, the 2018 proxy season is on the horizon. This quick reference guide identifies considerations based on themes from 2017, offers recommendations and resources for the upcoming season and discusses expected future changes in disclosure rules that public companies will want to keep on their radar as proxy preparations begin.

  • Governance & Securities Law Focus: Latin America Edition

    27 Nov 2017
    This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the third quarter of 2017 that may be of interest to Latin American corporations and financial institutions.
  • House Passes Tax Cuts and Jobs Act: How the Senate Proposal Compares

    17 Nov 2017

    On November 2, 2017, the House Ways and Means Committee (the “House Committee”) released their plan for comprehensive tax reform: the “Tax Cuts and Jobs Act of 2017” (H.R. 1) (the “House Bill”). Following a week of hearings, the House Committee amended and approved the House Bill by a party-line vote of 24-16 on November 9. On November 16, the House of Representatives passed the House Bill by a vote of 227-205.

  • The Republican Tax Plan and the Revenue-Raising Assault on Employee Compensation

    8 Nov 2017

    On November 2, 2017, the Republican caucus of the House of Representatives unveiled its plan to overhaul the nation’s tax code. In an apparent effort to raise revenue, the “Tax Cuts and Jobs Act”, if adopted, would fundamentally change the way many US employees are compensated. The Ways and Means Committee began its mark-up of the bill on November 6th, and the committee’s first amendment was released that evening. Additional changes are expected. The Senate is expected to introduce its own tax bill this week.

    The following is a summary of the amended bill’s proposed changes to employee compensation, employee-related income deductions and the rules governing retirement savings. As the amended bill progresses, we will provide additional client publications on the bill’s impact on the design and disclosure of employee compensation programs.

  • SEC Staff Gives Company Boards Central Role in 14a-8 ‘Ordinary Business’ and ‘Economic Relevance’ Exclusions

    6 Nov 2017

    On November 1, 2017, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14I (SLB 14I)[1] on shareholder proposals, which sets out a potentially meaningful repositioning of the role that the Staff has played in connection with its review of requests to exclude shareholder proposals under the “ordinary business” and “economic relevance” exclusions of Rules 14a-8(i)(7) and 14a-8(i)(5).

  • Shearman & Sterling Releases 15th Annual Corporate Governance & Executive Compensation Survey

    24 Oct 2017
    We are proud to announce the publication of our 2017 Corporate Governance & Executive Compensation Survey of the 100 largest U.S. public companies. This year’s Survey, the 15th in our series, examines some of the most important governance and executive compensation practices and identifies best practices and emerging trends. We hope that the data and insights on how leading companies are approaching important governance issues will serve as a tool for our readers to benchmark the corporate governance and compensation practices of their own organizations against those of the companies surveyed.
  • Governance & Securities Law Focus: Asia Edition, October 2017

    Oct 2017

    In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions.


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