| Date | | Headlines |
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| 5 November 2009 |  | Effect of Severance Arrangements on the Performance-Based Compensation Exception to the $1 Million Deduction Limit
Client Update - Employee Benefits, Executive Compensation, United States
US Internal Revenue Service (IRS) Revenue Ruling 2008-13 (the “Ruling”), available at http://www.irs.gov/pub/irs-drop/rr-08-13.pdf, describes an incentive compensation arrangement that was generally intended to provide payment only if certain performance goals were attained, but also provided for payment by reason of an executive’s involuntary termination of employment (which included termination by the company without cause and termination by the executive for good reason) or by reason of retirement, in each case without regard to satisfaction of the performance goals.
The Ruling held that the incentive compensation would not satisfy the “performance-based compensation” exemption from the $1 million limit on deductible compensation imposed by Internal Revenue Code section 162(m), even if the compensation was actually paid upon the attainment of the applicable performance goals. The holding reversed the holdings of earlier IRS private letter rulings. |
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| 9 June 2009 | | Q&A with Mayer Brown's Robert Davis
Law 360
Article - Employee Benefits, Employment, ERISA Litigation, Executive Compensation, United States
Interview with Robert Davis discusses the firm's Employment and ERISA practices. |
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| 19 March 2009 | | Guidance Issued on the New COBRA Subsidy Rules
Client Alert - Employee Benefits, Executive Compensation, United States
The American Recovery and Reinvestment Act of 2009 (commonly being referred to as the Stimulus Bill) included new rules relating to continuation of health coverage, including rules relating to premium subsidies and special coverage elections. These rules were summarized in our February 20, 2009, Client Update, “2009 Economic Stimulus Package Provides for COBRA Subsidies IMMEDIATE ACTION REQUIRED.” |
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| 11 March 2009 | | Employee Stock Plans in Europe — Changes to Prospectus Regime
Client Update - Corporate & Securities, Employee Benefits, Executive Compensation, Securities, European Union, United States
One of the thorny issues for US-listed multinationals in recent years has been whether a prospectus is required for the operation of their employee stock plans in Europe, particularly employee stock purchase plans. Recently issued guidance on prospectuses may make the operation of employee stock plans in Europe by multinationals listed in the United States cheaper and more straightforward. |
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| 17 February 2009 | | SEC’s Notice and Access Delivery Method of Proxy Materials Necessitates Caution Regarding ERISA 404(c) Plans
Client Alert - Corporate & Securities, Employment & Benefits, ERISA Fiduciary, Executive Compensation, United States
Even though the E‐Proxy rules permit distribution of proxy materials via the Internet, sponsors of defined contribution retirement plans (such as 401(k) plans) should be mindful of the disclosure obligations under the Employee Retirement Income Security Act of 1974, as amended (ERISA), if the materials are being distributed in connection with a plan that is intended to be a “404(c) plan.” |
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| 9 December 2008 | | Limit on Deferred Compensation for Offshore Investment Funds
Client Update - Employee Benefits, Executive Compensation, Tax Transactions & Consulting, United States
10 December 2008 - On October 3, 2008, Congress passed and President Bush signed the Tax Extenders and Alternative Minimum Tax Relief Act of 2008 (the “Act”) which dramatically limits the ability of certain non-US investment funds (e.g., hedge funds and private equity funds) to provide nonqualified deferred compensation to US taxpayers. As a result, such funds’ existing deferred compensation arrangements will generally no longer be effective for deferring taxable income with respect to services performed by US taxpayers
after December 31, 2008. |
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| 5 December 2008 | | Considerations for 2008 Compensation Disclosure
Client Alert - Corporate & Securities, Employee Benefits, United States
5 December 2008 - Public companies preparing their third year of executive compensation disclosure under the relatively new Securities and Exchange Commission (SEC) requirements are doing so in an environment where executive compensation has become an important and very visible component of federal government bailout programs. |
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| 31 March 2008 | | Client Alert: Multinational and Non-US Companies Need to Address Compliance with US Code Section 409A
Article - Employee Benefits, Americas
31 March 2008 - We recently distributed a client alert relating to the January 1, 2009, deadline for compliance with the final regulations issued under Section 409A of the US Internal Revenue Code (the "Code"), governing nonqualified deferred compensation arrangements. |
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| 28 February 2008 | | Employee Benefits & Executive Compensation Update
Newsletter - Employee Benefits, Worldwide
28 February 2008 - IRS Issues Revenue Ruling on Effect of Severance Provisions on Section 162(m) Performance-Based Compensation Arrangements. |
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| 7 February 2008 | | Client Alert: IRS Changes Position on Effect of Severance Provisions on Section 162(m) Performance-Based Compensation Arrangements
Newsletter - Employee Benefits, Worldwide
7 February 2008 - In a surprising turn of events, the IRS recently issued a private letter ruling (PLR) that reverses its prior position relating to the effect of severance provisions on performance-based compensation arrangements under Section 162(m) of the Internal Revenue Code (relating to the $1 million limit). The IRS's prior position, set forth in prior PLRs, generally held that severance provisions would not adversely affect whether a compensation arrangement satisfied the performance-based compensation exception under Section 162(m). |
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| 24 January 2008 | | Benefits Update: Section 409A Deadline Ahead: Current Action Required
Article - Worldwide
24 January 2008 - Section 409A of the Internal Revenue Code imposes significant requirements with respect to nonqualified deferred compensation plans. It applies to amounts deferred on or after January 1, 2005. The IRS provided a length transition period and issued final regulations under section 409A in 2007. |
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| 30 May 2007 | | Executive Compensation and Benefits Update - How the Final Section 409A Deferred Compensation Rules Affect Employer Plans
Newsletter - Employee Benefits, Worldwide
30 May 2007 - On April 10, 2007, the IRS issued final regulations (the "Final Regulations") covering the nonqualified deferred compensation rules imposed by section 409A of the Internal Revenue Code. The Final Regulations differ in many respects from the proposed regulations published on October 4, 2005 (the "Proposed Regulations"). |
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| 15 February 2007 | | Executive Compensation and Benefits Memo: Limited IRS Relief for Options and SARs Subject to Deferred Compensation Rules
Newsletter - Employee Benefits, Worldwide
16 February 2007 - The IRS has announced a program that provides limited relief for certain employees who are subject to additional taxes under the nonqualified deferred compensation rules of tax code section 409A. The relief, which applies to discounted stock rights exercised in 2006, is described in Announcement 2007-18 (the "Announcement") issued on February 8, 2007. |
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| 9 February 2007 | | Executive Compensation and Benefits Memo Changes to $1 Million Limit Coverage
Newsletter - Employee Benefits, Worldwide
9 February 2007 - The new SEC executive compensation disclosure rules have introduced uncertainty as to which corporate officers' compensation is subject to the $1 million limit on tax deductible compensation. Legislation pending in Congress would address this uncertainty, and would also expand the group of officers covered by the limit. This memorandum briefly discusses these changes. |
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| 6 February 2007 | | Executive Compensation and Benefits Memo: Continued Viability of Discretionary Incentive Compensation
Newsletter - Employee Benefits, Worldwide
5 February 2007 - In the past few weeks, some of our clients have asked us about the continued viability of incentive compensation arrangements for executives where the compensation committee exercises discretion at the end of the performance period to determine the payment amounts. Our clients' concerns have arisen because of (1) reports of increased attention being focused on these arrangements in IRS audits; (2) greater detail about these arrangements that must be disclosed because of the new SEC proxy disclosure rules; and (3) media criticism of such arrangements. |
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| 16 January 2007 | | Current Issues in Executive Compensation: What Directors Should Know
Article - Corporate & Securities, Worldwide
16 January 2007 - Executive compensation was hot news in 2006 and is likely to remain in the news for some time. The stories did not go unnoticed by the public, and the issue will almost certainly remain an attractive one for regulators and potential litigants as well. This update summarizes recent developments in the law, describes some new disclosure requirements that directors should understand, and identifies some practical considerations for directors who make or approve compensation decisions. |
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| 12 December 2006 | | Executive Compensation and Benefits Update - IRS Notice 2006-100
Newsletter - Worldwide
12 December 2006 - Reporting Requirement for 2005 and 2006 Deferrals Generally; Reporting and Withholding on Amounts Includible in Income
in 2006 under Code Section 409A; Reporting and Withholding on Amounts Includible in Income in 2005 under Code Section 409A; Protection for Employers/Payers; Employee/Service Provider Obligations for 2005 and 2006; Notice Pursuant to IRS Circular 230. |
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| 27 November 2006 | | BNA Article: Sorting Out the Option Backdating Cases
Newsletter - Corporate & Securities, Worldwide
27 November 2006 - With well over 100 option backdating investigations underway at the Securities and Exchange Commission, but only two cases filed so far, the big questions are what backdating situations will be prosecuted and how the government will triage these into criminal cases, civil fraud actions and possibly nonfraud cases. |
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| 29 August 2006 | | Securities Update: SEC Significantly Revises Executive Compensation and Related Person Disclosure Requirements
Newsletter - Corporate & Securities, Securities Litigation & Corporate Governance, Worldwide
29 August 2006 - On July 26, 2006, the Securities and Exchange Commission adopted significant modifications to the executive compensation and related person disclosure requirements contained in Regulation S-K. Release Nos. 33-8732; 34-54302; IC-27444, August 11, 2006. Although there were some modifications, the new rules were adopted substantially as proposed in Release Nos. 33-8655; 34-53185; IC-27218, January 27, 2006. |
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| August 2006 | | Executive Compensation and Benefits Update Equity Plans: Accounting for Corporate Adjustments
Media Coverage - Worldwide
3 August 2006 - Stock based compensation plans (for example, stock option and restricted stock plans) generally provide for adjustments to awards granted under the plan and adjustments to shares reserved under the plan to reflect stock splits, mergers, and other similar transactions. Some plans provide that the committee responsible for administering the plan "may" make such adjustments, while other plans provide that the committee "shall" make such adjustments. |
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