C-Suite Compensation Center

We host a monthly webinar series on executive compensation. At this upcoming Thursday's webinar (held at 10:00 am Central on March 9, 2023), we are covering compensation designs and market practices associated with compensating key employees of a start-up corporation. Topics discussed include: (i) how to share in the dream without cash outlay, (ii) ideas on timing taxation with cash liquidity, (iii) employment-related considerations, and (iv) tax efficiency considerations. You can sign up HERE. Part 1 of 2 focused on "Founder" compensation designs and that slide deck can be ...

As a follow-up to my post entitled "Thoughts When Linking Public Company Executive Pay to D&I Initiatives,"  I think it is important to share, at least at a high level, the legal framework for diversity, equity and inclusion programs (i.e., it is important to successfully navigate employment laws prior to the Board taking action so that the employer can avoid legal foot faults while trying to do the right thing).  One of my partners, Emily Burkhardt Vicente (co-chair of our Labor & Employment Practice), did just that when she authored an article for Banking Exchange entitled "Enhancing ...

This Post will begin a series of blog entries focused on the topic of linking executive pay to a publicly-traded issuer's diversity and inclusion ("D&I") initiatives.  As background, there has been a recent push to hold executives accountable for the effectiveness of an issuer's D&I initiatives by linking their executive pay to the success of such initiatives.  Pretty straight forward (i.e., the success of the D&I initiative becomes one of the metrics in the issuer's performance-based compensation strategy).

On Wednesday, September 30, 2020, we will be hosting a webinar entitled "The SEC's New Human Capital Rule, Workplace Diversity and Compensation Design: Year-End Disclosures and the Board Agenda 2020".  The purpose of this webinar is to cover the SEC's new Human Capital rule and how such disclosure will interplay and impact any diversity and inclusion ("D&I") initiatives of the issuer.  In particular, the speakers will share thoughts on how top down D&I initiatives could be structured from a compensatory perspective (i.e., top down meaning D&I initiatives are incorporated into ...

On July 22, 2020, the Securities and Exchange Commission adopted final rules and supplemented interpretative guidance that modify the proxy rules as applied to proxy advisory firms and clarify the fiduciary duties of investment advisers when voting proxies.  One of our rising stars (Chelsea Lomprey) did the heavy lifting in drafting a client alert on the subject, and such can be found HERE.

We host a monthly webinar series with the intent of teaching a narrow topic deep (as opposed to covering the surface of a wide topic).  Our webinar for the month of July will be held this Thursday (July 9, 2020) at 10:00 Central and is entitled "Public Companies and ESOPs: Check Yes or No" [Sign Up Here].

The purpose of this Post is to highlight some of the administrative issues that should be vetted any time the Compensation Committee of a publicly-traded company effectuates a grant of equity to key employees.  The below list is not exclusive and is listed in no particular order:

Share Counting Provisions

• Verify the Equity Plan's Share Reserve Not Exceeded.  With respect to the upcoming grants, the Company will need to verify that the equity plan's share reserve will not be exceeded.  This has two parts.  First, to the extent the equity plan has liberal share counting, the Company will need ...

Designing effective compensation strategies within a partnership structure (or an LLC taxed as a partnership) can be a complex endeavor, and finding education on the topic is virtually non-existent.  To that end, we are providing a FREE webinar entitled "Compensation Design Issues within a Partnership/LLC Structure" (day and time set forth below).  The purpose of this program is to share practical ideas for incentivizing and retaining executives within a partnership or LLC structure, including discussing design points on the topic of:

• grants of capital interests, profits ...

The purpose of this Post is to highlight the question of whether, in today's economic environment, deferred compensation monies should be secured with a secular trust.  This Post is Part 7 of a 7-Part series addressing compensation adjustments that Compensation Committees could consider in order to continue to incent and retain their executive officers in today’s economy.

Background

It is well-settled that the assets of non-qualified deferred compensation programs are subject to the claims of the company’s general creditors.  Securing the assets with a Rabbi Trust does nothing to change that answer.

With today's market volatility and many companies struggling to survive, some executives may not value deferred dollars because of the fear that these deferred dollars will be swept by the company's creditors.  And if the executives do not value the program, then the program is not providing the necessary incentive and retention benefits.  So does it make sense to consider a different vehicle or approach?

Just a quick note that our upcoming monthly webinar is entitled "Administrative Perspectives on Granting Compensatory Equity Awards: A Checklist of Action Items," and will be held this Thursday, May 14, 2020, from 10:00 am to 11:00 am Central.  The purpose of this webinar is to provide a checklist of design and administrative considerations associated with grants of compensatory equity awards, and will be discussed at an intermediate level.  You can register at the above link.

An executive of a publicly-traded company would not have anticipated today's market volatility and depressed stock price when he or she entered into a 10b5-1 trading plan in 2019.  As a result, this executive will probably want to amend or terminate such trading plan.  The purpose of this Post is to provide a quick reminder of the applicable issues that should be considered.  This Post is Part 6 of a 7-Part series addressing compensation adjustments that Compensation Committees could consider in order to continue to incent and retain their executive officers in today’s economy.

The purpose of this Post is remind publicly-traded companies to revisit their stock ownership policies to determine whether a temporary waiver of the policy requirements is advisable.  This Post is Part 5 of a 7-Part series addressing compensation adjustments that Compensation Committees could consider in order to continue to incent and retain their executive officers in today’s economy.

Stock Ownership Policies Typically Denominated in Dollars

Equity ownership goals within stock ownership policies are typically denominated in shares or dollars (the latter being a fixed ...

The purpose of this Post is to highlight whether Compensation Committees should be offering retention packages to their executive officers to discourage their being poached by another company.  This Post is Part 4 of a 7-Part series addressing compensation adjustments that Compensation Committees could consider in order to continue to incent and retain their executive officers in today’s economy.

Background

Many executives are suffering from depressed realizable pay levels.  This makes sense because a performance-driven compensation model would weight most of an ...

This post is part of a 7-part series addressing compensation adjustments that Compensation Committees could consider in order to continue to incent and retain their executive officers in today’s economy.  The titles of each of the 7-parts in this series are listed at the bottom of this post.   This Part 3 is entitled “Address Outstanding Performance-Based Equity Awards," and provides some alternatives that Compensation Committees could consider with respect to outstanding performance-based equity awards that have currently unachievable performance goals.  Such alternatives include (listed in no particular order, and not an exhaustive list):

This post is part of a 7-part series addressing compensation adjustments that Compensation Committees could consider in order to continue to incent and retain their executive officers in today's economy.  The titles of each of the 7-parts in this series are listed at the bottom of this post.   This Part 2 is entitled "Consider Changes to Increase Cash Flow," and provides some ideas that a Compensation Committee could implement that could work to increase the company's cash flow and produce positive proxy disclosure.  Such ideas are (listed in no particular order, and not an exhaustive list):

Today’s economic environment has resulted in substantial loss of value to many shareholders and executives of publicly traded companies (i.e., the latter losing substantial value in their stock holdings, and too, losing prospective realizable pay as a result of unattainable performance goals within their outstanding performance-based awards).  In most situations, the shareholders and the executives are aligned in such loss.  But a problem is that substantial loss at the executive level could increase undesired poaching and turnover of key executives at a time when executives should be focused on navigating the company through a reopening of the United States economy.  To overcome this problem, compensation committees of publicly traded companies ("Compensation Committees") will likely need to consider adjustments to the company’s compensation framework in order to continue to incent and retain executives.  To that end, this Part 1 (of a 7-part series) provides thoughts that the Compensation Committee should consider with respect to upcoming equity grants.

Just a quick update that on April 8, 2020, Institutional Shareholder Services ("ISS") published policy guidance reflecting certain adjustments due to the impact of the COVID-19 pandemic.  The guidance addresses how ISS's benchmark and voting policies may be applied in this new area of uncertainty.  In many cases, the guidance merely reiterates that ISS will respond to corporate actions on a case-by-case basis.  To address the topic, we published a client alert entitled "ISS Issues COVID-19 Guidance on Benchmark and Voting Policies."

On a separate note, two of my partners (Steven Haas

Join us on April 9, 2020 from 10:00 am to 11:00 am Central for our FREE monthly webinar on "Executive Compensation Considerations in Light of Market Volatility, Stock Prices and the Unknown," where we will discuss compensatory issues to consider as a result of failed (or failing) performance-based compensation metrics and lost value to the issuer's long-term shareholders, including:

• Considerations with respect to annual incentives for 2020;
• Thoughts with respect to outstanding performance-based equity awards where the performance conditions are not likely to be attained ...

Many publicly-traded issuers in today’s environment have outstanding equity awards with performance goals that are unlikely to be achieved.  In response, Compensation Committees of such issuers will need to strike a balance between incentivizing/retaining executives and dealing with the stark reality that shareholders have lost substantial value.  To that end, Compensation Committees are likely to discuss whether it makes sense to revise performance metrics for outstanding equity awards.  The purpose of this Post is to highlight that revising performance metrics of ...

To help issuers prepare for the upcoming proxy season, and as a follow-up to our prior post entitled "Compensation Considerations for the 2020 Proxy Season," we are hosting a FREE webinar entitled "Upcoming Proxy Season: Compensatory Thoughts from ISS (an Annual Program)" on Thursday, January 16, 2020 from 10:00 am to 11:00 am Central [Register here].  The purpose of this webinar is to discuss compensatory thoughts and trends of institutional shareholder advisory services such as ISS, including:

• New compensation pronouncements and positions of ISS since the 2019 proxy season;

This is a just a quick note that proposed Treasury regulations were issued under Section 162(m) that reverses a series of private letter rulings previously granted to UPREITs.  Under the proposed Treasury regulations, the $1mm deduction limitation under Section 162(m) would apply with respect to compensation that a publicly-traded REIT's covered employee receives from an operating partnership for services he or she provided on behalf of such operating partnership.  The proposed Treasury regulation is applied by potentially disallowing a REIT's distributive share of any ...

The purpose of this Post is to help issuers prepare for the upcoming 2020 proxy season by providing a non-exhaustive list of certain compensatory issues/topics to consider.  To that end (listed in no particular order):

ADOPT AN ANNUAL GRANT POLICY

• Background.  It is common for Compensation Committees to initially denominate an equity award as a dollar amount, and then convert such dollar amount into a number of shares immediately prior to the date the equity is granted (e.g., executive is to receive a number of shares equal to 20% of his/her base salary).  This approach could create ...

If an issuer is looking for a primer or introductory course on Employee Stock Purchase Plans ("ESPPs"), then check out the detailed slide deck that our David Branham put together for our monthly webinar series.  The slide deck is entitled Employee Stock Purchase Plans - The Introductory Course (November 2019 Webinar) and covers the following:

• Requirements under the tax law,
• Must have document requirements,
• Tax consequences to employees and to employers,
• Compliance requirements with respect to federal securities laws, and
• International workforce considerations.

The slide ...

It is common for a key employee to be offered an opportunity to purchase equity of the employer.  Often the key employee can personally finance such purchase.   And sometimes the employer will help the key employee finance the purchase by providing him or her with a loan equal to the purchase price.  The purpose of this Tip of the Week is to remind readers that a substantial part of the loan should be recourse.

• Risk Associated with 100% Non-Recourse Note - Key Employee Received an Option.   If the loan is 100% non-recourse (meaning the key employee has no personal assets at risk other than the ...

Compensation governance is a front-and-center topic with a continued focus on stock ownership and clawback policies (in part due to the voting guidelines of institutional investors, proxy advisory firms and the Dodd-Frank Act).  At 10:00 am Central on Thursday, October 10, 2019, in a webinar entitled "Stock Ownership Policies & Clawback Policies: Design Pointers," our Emily Cabrera will be providing a complete overview of stock ownership policies and clawback policies, including a deep dive into their related design choices, prevalence, best practices and disclosure ...

The purpose of this post is to discuss whether incentive stock option (“ISO”) awards should be designed to destroy ISO treatment with respect to terminated employees, thereby preserving the compensatory deduction to the corporation and increasing shareholder value.

As a follow-on to last month's webinar, please join us this Thursday (July 11, 2019) for our FREE webinar entitled "Multi-Disciplinary Facets to Net Withholding: It Ain't Boring".   The purpose of this presentation is to discuss administrative and design considerations when effectuating net withholding with respect to equity awards, including whether to increase the net withholding rate from the minimum statutory rate (i.e., the supplemental rate) to the maximum individual rate.   Sign up at the above link if interested ...

Please join us tomorrow morning at 10:00 Central for our free monthly webinar series.  Tomorrow's topic, "Tips to Increase the Longevity of the Equity Plan's Share Reserve," will discuss ideas on how a publicly-traded company can lengthen the longevity of its equity plan's share reserve, with the hopeful result of the company less frequently seeking shareholder approval to increase such share reserve.  More information can be found at the above hyperlink!

Just a quick reminder that this Thursday (March 14, 2019) we are hosting our monthly webinar program and the discussion topic is "Golden Parachutes & 280G: Design Pointers on How to Win."  Our discussion will include: (i) an explanation of 280G and how the calculations are applied, (ii) how 280G issues are typically addressed in compensatory documents (discussed from both an employer and employee perspective), and (iii) a description of various mitigation techniques that an employer could implement to eliminate or greatly reduce the negative ramifications of 280G (i.e., eliminate ...

The purpose of this post is to highlight compensatory action items that publicly-traded issuers should consider this proxy season.  Such considerations include:

• Chase the Say-on-Pay Vote.  The most common reason for a negative recommendation from ISS is a perceived pay-for-performance disconnect within the compensation structure.  Robust disclosure on this point can help, especially disclosure that clarifies why certain performance criteria were used and explains the degree of difficulty associated with achieving target performance.
• Consider an Annual Equity Grant Policy.  Some issuers grant equity awards to executive officers based upon an initial dollar amount that is then converted into shares.  If such an issuer has a depressed stock price due to market volatility, then the conversion formula will result in the award having more shares (compared to the situation where the issuer's stock price had not fallen).  Is the issuer ripe for an allegation that the executives are timing the market because equity was granted at a low stock price for the sole purpose of receiving a larger number of shares?  To help defend against such a question, issuers should consider having a documented annual equity grant policy.  The policy could be formal or informal (with the latter being clearly presented in the CD&A of the issuer's proxy statement).

Employment agreements between publicly-traded issuers and their executive officers often contain severance pay provisions that are heavily negotiated at the time of entering into the agreements.  The purpose of this post is to consider whether the amount of contractually-provided severance pay could, over the employment term, be reduced proportionate to the increase in the executive's wealth accumulation over the same time period (i.e., an inversely proportional relationship between the amount of severance pay and the amount of wealth accumulation by the executive over the employment term).

As we head into a new proxy season, we would like to invite you to attend our annual FREE webinar entitled "Upcoming Proxy Season: Compensatory Thoughts from ISS," which will be held on Thursday, January 17, 2019 from 10:00 am to 11:00 am Central.  As always, continuation education credits are available.

For your convenience, our remaining 2019 monthly webinar program is as follows:

The recent settlement by James Dolan, CEO of Madison Square Garden Co. (MSG) serves as a reminder that the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”) can apply to compensatory equity awards.  To avoid violations, a publicly-traded issuer should monitor (at least annually) equity grants and outstanding equity awards for ongoing HSR Act compliance.  To learn more, please see our Client Alert entitled “Not Just a Merger Issue - Compensatory Equity Awards Can Trigger HSR Filing Requirements.”

If you interested in learning (or refreshing your skills on) how to negotiate executive employment contracts, then please tune in to our FREE 1-hour webinar on December 13, 2018, from 10:00 a.m. to 11:00 a.m. Central.  This webinar is entitled "How to Negotiate Executive Employment Agreements" and you can sign up here.

Did you exercise (or are planning to exercise) an incentive stock option (“ISO”) during calendar year 2018?  Do you intend to sell the underlying stock within the 12-month period from the date you exercised the ISO?  If you answered yes to both of the foregoing questions, then as part of your tax planning, consider whether the underlying stock should be sold during calendar year 2018 in order to minimize your alternative minimum tax (“AMT”) exposure.

Keeping with this evening's Halloween spirit, members of Board of Directors and Compensation Committees should be aware of an allegation that is currently floating within the ominous fog - that some executives of publicly-traded issuers are trick-or-treating with "ghost revenue."  Kidding aside, the allegation (or potential allegation) is that some executive officers are using ghost revenue (i.e., deferred revenue) in order to satisfy otherwise unattainable non-GAAP performance metrics.  A grossly-oversimplified explanation of this issue is addressed in the below portions of this post.

It is difficult for publicly-traded issuers to solve the problems associated with outstanding stock options that are "underwater" (i.e., underwater because the exercise price of the stock option is greater than the fair market value of the underlying shares).  None of the typical solutions are attractive to publicly-traded issuers.  As a result, the underwater stock options continue to exist for 10 years from the date they were granted, and continue to decrease the life expectancy of the equity plan's share reserve.  But what if a compensatory design existed that, if implemented on the front end, could negate the possible future existence of outstanding stock options that are substantially underwater?  Would such a design be attractive to an issuer so long as the design did not destroy the retention value otherwise inherent in the stock option?  Could a stock-price forfeiture provision be a solution to the foregoing problem?  Discussing a stock-price forfeiture provision as a possible solution to negate substantially underwater stock options is this "Tip of the Week."

Just a quick note that late last week ISS made available for public comment nine discreet voting policies for potential application in 2019.   Only one of the draft voting policies addresses compensation, and it addresses the Financial Performance Assessment Methodology under the Pay-for-Performance Model.

The purpose of this post is to quickly highlight that we have published our Executive Compensation Webinar Schedule for all of 2019.  As background, I have been providing this monthly webinar series since 2010 (it is a constant that I look forward to every month).  Our programs are intended to provide FREE educational training (i.e., we take a compensation topic, make it narrow, and then try to teach it A-Z), which is why we are able to publish the list a year in advance.  Free continuation education credits apply!  Sign up here.  Our topics, dates and times for the remainder of ...

All publicly-traded issuers have (or should have) a blackout policy that prohibits a designated individual from engaging in open-market transactions whenever such individual possesses material non-public information.  But what if the issuer is always (or near always) in a blackout period?  How does the issuer satisfy its income tax withholding obligation if the individual cannot finance the obligation through other means (e.g., family money, borrowings, etc.) and the individual is prohibited from financing the obligation by selling shares in the open market?  Answers to these questions are discussed in this Tip of the Week (presented in NO particular order, and not intended as an exhaustive list).

Most publicly-traded issuers are interested in ideas that could help increase the life expectancy of the share reserve under its stockholder-approved equity incentive plan.  The purpose of this "Tip of the Week" is to discuss the use of "inducement grants" as one of the many ideas to consider.

Background

If you look at an equity incentive plan's annual life cycle on a per-key employee basis, it is likely that the largest share grant occurred at the time the key employee was hired.  That conclusion makes sense because more shares are generally granted at the time of the key employee's hire in order to induce him or her to become employed with the issuer (compared to the number of shares it takes on an annual basis thereafter to retain that same key employee).  With this point in mind, issuers could increase the life expectancy of its equity incentive plan's share reserve if new hires received equity grants that were "outside" of the stockholder-approved equity incentive plan.

Publicly-traded issuers losing (or about to lose) Emerging Growth Company ("EGC") status will have to include a CD&A within their proxy statement.  Since CD&A disclosure significantly drives compensation design, issuers losing EGC status will need to consider various business points that will likely change their compensatory programs.  Such business points include: (i) memorializing a compensation philosophy, (ii) establishing performance incentives that "disclose" well, (iii) discussing compensation governance mechanisms, and (iv) deciding whether to appease the thoughts from institutional shareholder advisory services such as ISS.  Sound easy enough?  Yes, but only if the Compensation Committee is adequately informed and has time to consider and implement any compensatory changes.

On October 11, 2018 (10:00 am Central), we are hosting a webinar entitled "Compensation Changes Due to Loss of EGC Status (Phase II of II)."   The purpose of this webinar is to discuss business points that an issuer losing EGC status will need to consider with respect to its compensatory programs.  Click here to register: "Compensation Changes Due to Loss of EGC Status (Phase II of II)."  And as always, our monthly webinar series is FREE.

If an employer grants one of its employees a restricted stock award, should that employee make an 83(b) election at the time the restricted stock award is granted?  What is the upside to the employee if he or she makes an 83(b) election?  What are the risks to the employee?  The answers to those questions are this “Tip of the Week.”

On September 13, 2018, the SEC withdrew two no-action letters issued in 2004 to two proxy advisory firms.  Some folks (like me!) are hopeful that the withdrawal of these no-action letters is a first step (albeit a small step) towards proxy advisory firm reform.  If you would like to learn more about this topic, please see our Firm's client alert entitled "Proxy Advisory Firm Guidance Withdrawn by the SEC," which our Firm published this morning.

Tomorrow I am speaking on "Trends in Designing Performance-Based Equity Awards" at the HC&B Total Rewards Summit in Houston, Texas.  Discussion points include: (i) applicable forms of equity incentives conducive to performance-based awards, (ii) the more common performance metrics used to drive behavior, (iii) typical payout levels and performance periods, (iv) total shareholder return formulas, (v) administrative issues associated with accelerated vesting provisions upon retirement, (vi) maximizing capital gains with 83(b) elections, and (vii) recent revisions to ...

Though relative Total Shareholder Return ("TSR") programs offer no direct line of sight for the executive to chase the business goal, such programs continue to remain the most common metric within an issuer's performance-based equity program.  In designing these programs, a common question is how payouts could be adjusted if the issuer's stockholders realize negative returns and lose money during the measurement period.  The answer to that question is this "Tip of the Week."

We previously posted on grandfather treatment under the Tax Cuts and Jobs Act (the "Act"), as clarified by Notice 2018-68.  This post is an extension of our prior post and is intended to highlight that an issuer's PFO is subject to a slightly different analysis with respect to Grandfather Treatment (defined below).

Determining the "date of grant" of an equity award is important if the issuer desires accurate accounting charges and compliance with applicable tax laws.  Though such determination is typically straight forward, there are three common situations where identifying the date of grant could become more complex.  Addressing these three factual scenarios is this "Tip of the Week."

Privately-held companies anticipating an IPO have a unique "one-time" opportunity to design their compensatory programs in a way that creates flexibility after the company becomes publicly-traded.  Please join us on September 13, 2018, at 10:00 CT where we will discuss various design structures, including: (i) emerging growth company considerations relevant to compensation structures, (ii) thoughts from institutional shareholders, (iii) equity incentive plan designs that can help to preserve the share reserve of the equity plan long after the effectiveness of the S-1 registration statement, (iv) design issues with respect to executive contracts, and (v) other compensatory issues (e.g., co-registration rights, rollover of profits interests, etc.).  Click here to register: Planning for an IPO: Compensation Considerations (Phase I of II).  And as always, our monthly webinar series is FREE.

The purpose of this post is to discuss select design considerations when structuring change-in-control bonus arrangements for key employees.

The purpose of this post is to highlight certain action items that a publicly-traded company should consider in order to help it preserve compensatory deductions.  The timing of this post is triggered by Notice 2018-68 that was issued by the IRS on August 21, 2018.

Just a quick note.  Today the IRS issued guidance on Section 162(m) of the Internal Revenue Code of 1986 ("Section 162(m)"), as curtailed by the Tax Cuts and Jobs Act of 2017 (i.e., the Act essentially eliminated the performance-based exception to the $1mm deduction limit under Section 162(m), except with respect to certain grandfathered plans).  The IRS guidance comes in the form of Notice 2018-68.  Later this week we will provide our thoughts on design considerations that should be considered by publicly-traded corporations intent on maximizing the ...

The purpose of this post is to remind the reader to carefully think about the number of shares that should be registered under a Form S-8 Registration Statement.  As highlighted in this post, the number of shares to register is likely larger than the number of shares available under the issuer’s equity incentive plan.

The purpose of this post is to explain why the Board of Directors (the "Board") of a publicly-traded corporation should consider having the issuer’s stockholders approve all or a portion of the compensation paid to its non-employee directors.

Tune in for our upcoming monthly compensation webinar entitled “Pay Ratio: Developments from Last Proxy Season.” The purpose of this webinar is to provide pay ratio disclosure stats and exemplars, including common ratios broken down by industry, use of the de minimis exception, the more common consistently applied compensation measures, how issuers calculated total compensation, and the location of the pay ratio disclosure.  As always, FREE CLE, CPE, HRCI and SHRM credits apply!

To help preserve the business judgment rule defense and make it more difficult for a plaintiff to prove that a director breached his or her fiduciary duties, Compensation Committee members should use tally sheets (a.k.a., “placemats”) when making compensatory decisions and attach such tally sheets to the Committee’s resolutions or minutes. 

Rule 701 is the most relied upon exemption from SEC registration that is applicable to many private issuers granting compensatory equity awards.  As described in more detail in an article (found here) from two members of our compensation team (Matt Grunert and Emily Cabrera), Rule 701 will soon be revised to raise the enhanced disclosure threshold from $5mm to $10mm.  This is welcomed news because complying with the enhanced disclosure requirement is burdensome (i.e., triggering the enhanced disclosure requires a private company to disclose detailed information about the risks ...

Tune in for our upcoming monthly compensation webinar entitled “Preparing for Proxy Season: Start Now (Annual Program).”  The purpose of this webinar is to set forth the compensatory business and legal issues that publicly traded companies should consider bringing to their Compensation Committee members this fall.