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.