Tag Archives: US

“Show Time!” for the US Labor Department’s Fiduciary Rule

It may be show time for the U.S. Department of Labor’s (DOL’s) Fiduciary Rule (the “Rule”), but don’t expect an elaborate production.  Think frustrated, reluctant actors on a bare stage with no lights or scenery implementing the previous Administration’s regulatory approach to protecting retirees and retirement savings from conflicted investment advice. After a long and … Continue Reading

U.S. Supreme Court rules in favor of ERISA exemption for church affiliated organizations

The U.S. Supreme Court has ruled in three cases that pension plans established by church affiliated organizations are “church plans” that are exempt from ERISA (the Employee Retirement Income Security Act of 1974).  The cases are Advocate Health Care Network v. Stapleton, U.S., 6/5/17; Saint Peter’s Healthcare Sys. v. Kaplan, U.S., No. 16-86, 6/5/17; and … Continue Reading

Welcome tinkering in U.S. Code section 409A proposed regulations

U.S. Internal Revenue Code §409A provides a wide range of very restrictive rules pertaining to “nonqualified” deferred compensation plans and many other types of compensation arrangements that may defer compensation. On June 22, 2016, the Internal Revenue Service issued proposed changes to the regulations under IRC §409A. This post reviews a few highlights of the proposal … Continue Reading

Highlights of the proposed regulations under section 457(f)

U.S. Internal Revenue Code §457(f) addresses federal income taxation of certain types of “nonqualified” deferred compensation plans and arrangements of entities that are either state and local governments or tax-exempt organizations (under IRC §501(c)). Most of those deferred compensation arrangements also must comply with IRC §409A to avoid tax penalties. For state and local governments … Continue Reading

IRS complicates health plan waivers of coverage

Many employers provide a cash payment to an employee who waives employee medical plan coverage.  Contrary to popular belief, this practice is not “illegal” under U.S. law.  However, because of new guidance contained in IRS Notice, 2015-87 (December 16, 2015), employers may want to provide “waiver payments” to U.S. employees, only if they can show … Continue Reading

Where in the world? New ISS policies

Institutional Shareholder Services (ISS) has recently published its summary of 2016 policy updates.  The executive summary explains both how ISS has undertaken its review of global policies but more importantly summarises the key policy updates that will apply to companies from 1 February 2016.  ISS will publish the full (or possibly summary!) additions, revisions and updates to the … Continue Reading

ISS proposes changes to guidelines in France, Canada and Brazil

Institutional Shareholder Services Inc (ISS), the US-based international corporate governance provider, has released its draft 2016 benchmark policy changes for consultation.  There are only three countries where compensation-related changes are proposed: France:   Recent legislative changes in France have reduced to two years the previous requirement for a four-year combined vesting and holding period for performance … Continue Reading

Stock Compensation – Updated IRS Guidance

The IRS recently published an updated Equity (Stock) – Based Compensation Audit Techniques Guide (the “ATG”).  The August 2015 ATG has been substantially expanded compared to the prior Stock Based Compensation Audit Techniques Guide (the “prior ATG”). The ATG generally remains organized in the same fashion as the prior ATG. It begins by defining Equity-Based … Continue Reading

Clawback – What’s your flavour of who, when and why?

The recent clawback laws being discussed and introduced in the UK and the US differ quite markedly and represent two almost entirely different approaches to recovering “erroneously” awarded incentive-based compensation.  So which flavour do you prefer? One shouldn’t forget, of course, that the PRA’s provisions regarding clawback are only one half of a two pronged … Continue Reading

EEOC issues new Regulations on Wellness Plans

The U.S. Equal Employment Opportunity Commission just released proposed regulations related to wellness plans, finally lifting the veil of secrecy surrounding its actions.  The EEOC regulations apply to wellness plans that include disability related inquiries or “medical exams” The EEOC’s regulations are designed to allow employers to continue to provide financial incentives to employees, up to … Continue Reading

Increased support for executive compensation tax reform on Capitol Hill

Most of us believe that comprehensive tax reform for 2015 is already dead despite Ways and Means Chairman Ryan’s (R-WI) oft-repeated statements to the contrary. But perhaps new life may be breathed into executive compensation reforms.  On the heels of a recent Senate Finance Committee hearing dealing with tax fairness, the committee’s ranking Democrat, Sen. … Continue Reading

Executive compensation disclosures a wasted effort?

Are the ever-increasing US public company disclosures, particularly those dealing with executive compensation, even helpful to the investing public? A recent study commissioned by the Stanford University Rock Center for Corporate Governance, RR Donnelley and Equilar suggests the answer may be no, even among sophisticated institutional investors. The 2015 Investor Survey notes that only 38% of … Continue Reading

Institutional Shareholder Services Provides New Proxy Guidelines

The Institutional Shareholder Services (“ISS”) released updates to its guidelines that govern its shareholder recommendations on a number of corporate governance matters. Significantly, ISS has adopted a new scorecard for evaluating whether ISS will recommend approving a company’s compensation plan. The Equity Plan Scorecard, or EPSC, considers a range of factors that fall into three … Continue Reading

Glass Lewis Provides New Proxy Guidelines for Shareholders of Public Companies

Glass Lewis recently released updates to its policies that govern recommendations to shareholders on a number of corporate governance matters. As relates specifically to compensation, such updates include: In assessing pay-for-performance, compensation plans that otherwise receive an unsatisfactory rating from Glass Lewis’ qualitative evaluation model may nevertheless receive a recommendation of approval from Glass Lewis … Continue Reading

Retirement Issues and the 2014 Congressional Election: The More Things Change, the More They Stay the Same

While the scope of the Republican Party’s victories in the U.S. mid-term elections may have been surprising (at least to some), a leadership shake-up in the congressional committees with jurisdiction over the country’s public and private, employer-based retirement system was a foregone conclusion.  As further described in our 2014-mid-term Congressional elections analysis a number of key Congressional … Continue Reading

Major US pension buyouts announced

It looks like both Motorola and Bristol-Myers Squibb (BMS) will be transferring significant portions of their defined benefit pension plans liability to Prudential Insurance. Both buyouts were announced this week – and are expected to be completed in December. The Motorola plan buyout will be the third largest in the United States (following the 2012 … Continue Reading
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