Executive Compensation

Commentary on key terms and conditions commonly found in asset purchase agreements.

This Note provides an overview of the controlled group and affiliated service group rules that apply to employee benefit plans governed by the the Internal Revenue Code (IRC) and the Employee Retirement Income Security Act of 1974 (ERISA).  These rules treat two or more corporations or other groups of related trades or businesses as though they were one employer under certain provisions of the IRC and ERISA applicable to these plans.

This Note explains the available methods for correcting violations of Section 409A of the Internal Revenue Code, which applies to nonqualified deferred compensation. The three available correction methods can be used to correct operational failures under IRS Notice 2008-113, document failures under IRS Notice 2010-6 and failures related to compensation which is still subject to a substantial risk of forfeiture under the proposed income inclusion regulations.

This Note provides an overview of the methods available under Section 409A of the Internal Revenue Code for determining the fair market value of the stock of a privately-held corporation for purposes of granting exempt stock options and stock appreciation rights to employees and other service providers.

An introduction to disclosure schedules, including a discussion of the key drafting and reviewing considerations.

This Note addresses the issues a public company should consider when drafting a new equity incentive plan. It considers share reserves, eligible plan participants, plan administration, vesting, payment of the exercise price for stock options, tax withholding, transferability, international considerations, the views of shareholder advisory groups and the application of certain sections of the Internal Revenue Code, including Sections 409A, 422 and 162(m). The Note highlights important practice points and areas where companies should exercise caution.

This Note identifies some of the topics that are most commonly raised in SEC comment letters on executive compensation disclosure in registration statements, Form 10-K reports and proxy statements. It provides excerpts from representative SEC comment letters and offers tips to help avoid the comment as an initial matter or, failing that, respond effectively to the staff’s concerns.

This Practice Note outlines various issues under Internal Revenue Code Section 409A that any company whose employees are subject to US income taxation should consider when designing or restructuring a deferred compensation program.

An overview of  the issuer's obligation to update and deliver the information constituting the Section 10(a) prospectus during an offering of securities registered on Form S-8. The Note also discusses the annual report required to be filed by an issuer for an employee benefit plan.

This Practice Note discusses the independence standards relating to compensation committees of boards of directors under Section 162(m) of the Internal Revenue Code, Section 16 of the Securities Exchange Act of 1934 (Exchange Act) and the requirements of the New York Stock Exchange (NYSE) and NASDAQ Stock Market, which implemented the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act).

This Note discusses the role of management in private equity buyouts and the use of equity-based incentives for management in sponsor-backed acquisitions and describes the common categories of management equity incentives.  For a discussion of the rights and restrictions that commonly apply to management equity incentives issued in a buyout, see Practice Note, Management Equity Incentives: Rights and Restrictions.

Commentary on the key terms and conditions commonly found in merger agreements for public target companies.

This Note provides an overview of non-compete agreements between employers and employees. Non-compete agreements are largely dependent on state law. This Note contains information that is general and not jurisdiction-specific. For information on state law requirements, see the State Q&A Tools under Related Content to the right.

This Practice Note addresses the federal income tax aspects of partnership equity compensation arrangements, including profits interests, capital interests and options on partnership interests. This Note also provides a general overview of partnership tax, as it relates to equity compensation.

Proxy statements and annual reports filed under the Securities Exchange Act of 1934 and registration statements filed under the Securities Act of 1933 are generally required to include a Compensation Discussion and Analysis (CD&A) section describing the company's executive compensation programs and decision-making for the most recently completed fiscal year, among other information. This Note focuses on what information a company must include in the CD&A section of a proxy statement, annual report or registration statement. This Note also includes a brief discussion of certain TARP rules and Dodd-Frank provisions that impact CD&A disclosure. In addition, this Note offers tips for preparing and drafting the CD&A disclosure.

This Note provides an overview of the grant of a profits interest in a US business entity that is treated as a partnership for US federal income tax purposes to a US taxpayer.

This Note provides a detailed explanation of what a proxy statement is. This Note discusses what information is contained in the proxy statement, including descriptions of key sections such as the notice of the meeting, voting information, director and officer information, executive compensation and corporate governance. This Note also discusses preparation of a proxy statement and the elements of a proxy card. In addition, the Note describes how proxy materials are filed with the SEC and delivered to stockholders. This Note also includes a discussion of recent changes to the proxy rules and proxy requirements.

This Note discusses the reporting obligations under Section 16 of the Securities Exchange Act of 1934, as amended. This Note reviews the requirements of Form 3, Form 4 and Form 5, including when each form is necessary and what information must be included. This Note also discusses the process of preparing Section 16 reports, including corporate compliance programs. In addition, this Note describes how and when each form is filed with the SEC and otherwise disclosed, and when a filer's obligation to file a Form 4 or Form 5 terminates. 

This Note provides an overview of Section 162(m)(6) of the Internal Revenue Code (IRC), as added by health care reform. IRC Section 162(m)(6) limits deductible compensation paid by covered health insurance providers to $500,000 each year. This Note is currently being updated for the proposed regulations issued by the IRS on April 1, 2013. For more information, see Legal Update, Proposed Regulations Address the Deduction Limit on Compensation Paid by Health Insurance Providers.

This Note provides an overview of Internal Revenue Code Sections 280G and 4999 which address golden parachute payments. These provisions generally impose a 20% excise tax on excess parachute payments and prohibit employers from deducting excess parachute payments. This Note discusses who is a disqualified individual subject to the golden parachute provisions, the types of compensation subject to the golden parachute excise tax, transactions that trigger the golden parachute provisions and how the excise tax is calculated.

This Note provides an overview of common alternatives available for restoring incentives to executives and employees when the exercise price of stock options exceeds the fair market value of the underlying shares (underwater stock options).

Commentary on key terms and conditions commonly found in a stock purchase agreement (also known as a share purchase agreement).

This Note addresses common methods for handling outstanding equity compensation awards in mergers and acquisitions. This Note also addresses the factors that parties to a corporate merger or acquisition should consider when determining the treatment of outstanding equity compensation awards in connection with the transaction, including consequences under the Internal Revenue Code and securities law.

A discussion on negotiating compensation and benefits provisions in executive employment agreements, including links to recently filed employment agreements. This Note will be updated quarterly.

A description of the say on pay rules adopted by the SEC under the Dodd-Frank Act with links to sample disclosure in proxy statements filed through April 5, 2011 for the 2011 proxy season.

This Standard Document is a form of charter for the compensation committee of the board of directors of a public company and includes provisions relating to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and final NYSE and NASDAQ listing standards implementing the Dodd-Frank Act requirements. This Standard Document has integrated notes with important explanations and drafting tips.

An election notice for deferring certain compensation (including base salary, bonus compensation and employer contributions) under a nonqualified deferred compensation plan. This election notice is designed to be used with our Standard Document, Nonqualified Deferred Compensation Plan and contains important explanations and drafting tips.

A California-specific agreement between an employer and an employee concerning confidentiality and appropriate handling of the employer's commercially valuable information, compliance with relevant security rules and policies, and protection of the employer's intellectual property assets. Agreements of this type have various titles, which may use the term "non-disclosure" in place of "confidentiality," or "intellectual property" in place of "proprietary rights." This Standard Document is drafted in favor of the employer. It is based on California law. This Standard Document has integrated notes with important explanations and drafting tips.

A form of equity incentive plan to be used by a public company for granting equity awards such as stock options, stock appreciation rights, restricted stock, restricted stock units, performance share awards and performance compensation awards. This Standard Document has integrated notes with important explanations and drafting tips.

A model term sheet for employers to use when negotiating an executive employment agreement. This Standard Document has integrated notes with important explanations and drafting tips.

An independent contractor agreement between an independent contractor (a self-employed individual) and a client company for consulting or other services. This Standard Document is drafted in favor of the client company. This Standard Document has integrated notes with important explanations and drafting tips.

A policy that can be adopted by a publicly traded company to determine which employees are specified employees for purposes of applying the six-month delay for paying deferred compensation benefits on separation from service under Section 409A of the Internal Revenue Code. This Standard Document has integrated drafting notes with important explanations and drafting tips.

A form of non-qualified stock option agreement to be used to grant non-qualified stock options to non-employee directors under a stock option or other equity incentive plan. This Standard Document has integrated notes with important explanations and drafting tips.

An offer letter to be used with an employee paid on commission, such as a salesperson or sales representative. This offer letter also can be used as a short-form employment agreement. This Standard Document is intended to be used by private employers with their nonunionized workforce. This Standard Document has integrated notes with important explanations and drafting tips. It is based on federal law. For information on state law requirements, see the State Q&A Tools under Related Content to the right.

A form of performance share unit agreement to be used to grant performance share units to executives under a performance share program or other equity incentive plan. This Standard Document has integrated notes with important explanations and drafting tips.

A form of restricted stock award agreement to be used to grant restricted stock to non-employee directors under a restricted stock or other equity incentive plan. This Standard Document has integrated notes with important explanations and drafting tips.

A form of restricted stock unit (RSU) agreement to be used to grant cash-settled RSUs to non-employee directors under an RSU or other equity incentive plan. This Standard Document has integrated notes with important explanations and drafting tips.

A form of restricted stock unit (RSU) agreement to be used to grant stock-settled RSUs to non-employee directors under an RSU or other equity incentive plan. This Standard Document has integrated notes with important explanations and drafting tips.

A separation agreement (also commonly referred to as a severance agreement) between an employer and a departing employee specifying terms of the employee's separation from employment, including a release of legal claims against the employer in exchange for a benefit. This Standard Document is drafted in favor of the employer and has integrated notes with important explanations and drafting tips. This Standard Document is based on federal law. For information on state law requirements, see the State Q&A Tools under Related Content to the right.

A form of stock appreciation rights (SARs) agreement to be used to grant freestanding, cash-settled SARs to employees under a stock appreciation right or other equity incentive plan. This Standard Document has integrated notes with important explanations and drafting tips.

A form of stock option exercise agreement to be provided by companies to non-employee directors who intend to exercise stock options that have been granted to them under the company's stock option or other equity incentive plan. This Standard Document has integrated notes with important explanations and drafting tips.

An employee policy on reimbursement of travel and other business expenses incurred by employees in the ordinary course of company business. It addresses reimbursement for travel, lodging, meals, entertainment and other business expenses. It can be incorporated into an employee handbook or used as a stand-alone policy document. It is based on federal law. State or local law may impose additional or different requirements but this document will be useful and relevant to employers in every state. This Standard Document has integrated notes with important explanations and drafting tips.

Resolutions of the board of directors approving an equity incentive plan for company management and employees and submitting it to a stockholder vote at the annual meeting of stockholders. In addition, these resolutions contemplate the board of directors' approving other actions related to the plan, such as reserving the requisite number of securities to be issued under the plan and filing a registration statement on Form S-8 to cover the securities to be issued under the plan. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of the board of directors of a public company (or other entity complying with public company requirements) appointing a compensation committee and adopting a compensation committee charter. In addition, these resolutions contemplate the board of directors' setting the size of the committee, appointing the members and determining their independence and appointing a chairman. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses also include alternative language to be inserted into board minutes for situations where formal resolutions are not desired. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of the board of directors approving company compensation information for the proxy statement and say on pay and frequency of say on pay proposals to be submitted to a vote of the stockholders at the annual meeting. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of the board of directors approving the termination and liquidation of a nonqualified deferred compensation plan and all similar arrangements under Section 409A of the Internal Revenue Code (IRC) and the acceleration of the time or schedule of payments under the plan. These Standard Clauses have integrated notes with important explanations and drafting tips.

The resolutions of the compensation committee of the board of directors approving grants of awards under an equity incentive plan for company management and employees. These resolutions are drafted as standard clauses and should be inserted into the board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips. 

Resolutions of the compensation committee of the board of directors approving an executive employment agreement. These resolutions are drafted as standard clauses and should be inserted into committee minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

These Standard Clauses set out provisions commonly included in executive employment agreements to ensure that payments comply with Section 409A of the Internal Revenue Code or are structured to fit within one of Section 409A's exceptions. Common exceptions include the short-term deferral exception and the separation pay exception. These Standard Clauses have integrated drafting notes with important explanations and drafting tips.

Board resolutions approving the disposition of target derivative or equity securities by officers and directors of a target company in connection with a merger. These resolutions are designed to meet the approval requirements for exempting transactions from short-swing profit liability under Rule 16b-3(e) issued under the Securities Exchange Act of 1934. Because these resolutions are drafted in accordance with advice provided by the Securities and Exchange Commission (SEC) to Skadden, Arps, Slate, Meagher & Flom LLP in an interpretive letter, they are sometimes called "Skadden Resolutions."

These Standard Clauses can be used in an executive employment agreement to address the imposition of the excise tax and loss of deductibility under Sections 280G and 4999 of the Internal Revenue Code (IRC) (applicable to certain payments and benefits payable in connection with a change in control) by including a modified tax gross-up. This provision generally provides a payment to the executive to completely offset the impact of the excise tax only if a specified threshold is met. These Standard Clauses have integrated drafting notes with important explanations and drafting tips.

These Standard Clauses can be used in an executive employment agreement to address the imposition of the excise tax and loss of deductibility under Sections 280G and 4999 of the Internal Revenue Code (IRC) (applicable to certain payments and benefits payable in connection with a change in control) by including a valley (better-off cutback) provision. This provision generally provides for reduction of the executive's payments and benefits to the maximum amount that does not trigger the excise tax unless the executive would be better off (on an after-tax basis) receiving all payments and benefits due and paying all excise and income taxes. These Standard Clauses have integrated drafting notes with important explanations and drafting tips.

This Checklist describes the compensation to be used by an employer in determining its specified employees under Section 409A of the Internal Revenue Code. Nonqualified deferred compensation paid to a specified employee on separation from service is generally subject to a six-month delay in payment under Section 409A. This Checklist does not address items of compensation paid by non-profit employers, state or local governments or other tax-exempt employers.

This Checklist outlines the steps to be taken by an employer in determining its specified employees for purposes of applying the six-month delay to payments from nonqualified deferred compensation plans. The six-month delay on payments made to specified employees is required by Section 409A of the Internal Revenue Code of 1986.

This Checklist addresses the employee benefits and executive compensation covenants that parties to a corporate transaction should consider when negotiating and drafting a purchase agreement.

A Checklist of common pitfalls that may cause restricted stock units and stock options to violate Section 409A of the Internal Revenue Code and methods of avoiding these pitfalls.

This Checklist summarizes some of the most common events that trigger the need to file a Form 4. This Checklist is not a comprehensive list of all possible events, but merely a guide to assist attorneys in keeping their clients up to date.

A checklist summarizing the disclosure and shareholder advisory vote requirements for golden parachute compensation under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

This Checklist addresses the requirements for a change in control event under Section 409A of the Internal Revenue Code. If nonqualified deferred compensation subject to Section 409A is payable on a change in control, then it can only be paid on a transaction that satisfies Section 409A's requirements. 

This Checklist outlines the requirements for the performance-based compensation exception under Section 162(m) of the Internal Revenue Code (IRC). This exception permits certain compensation to be excluded from the $1 million deduction limit on compensation paid by public companies to covered employees.

A chart summarizing the federal tax consequences of certain equity compensation awards frequently granted by employers to employees, including non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock and restricted stock units.

This Checklist outlines the provisions that a public company should consider when drafting an equity incentive plan.

An Expert Q&A with Michael S. Melbinger of Winston & Strawn LLP on recent executive compensation shareholder lawsuits alleging that the disclosures provided by companies in connection with say on pay proposals and equity compensation plans up for a shareholder vote are inadequate or incomplete and therefore preclude shareholders from making informed decisions. The Q&A discusses this trend and provides practical advice to companies seeking to protect themselves against these lawsuits.

In her regular column on corporate governance issues, Holly Gregory explores key areas that require board attention in the year ahead.

In her regular column on corporate governance issues, Holly Gregory describes changes in proxy advisor policies for the upcoming proxy season and provides advice for boards and their counsel to consider in the current environment of increasing shareholder power.

In her regular column on corporate governance issues, Holly Gregory looks at shareholder engagement trends apparent in the 2012 proxy season and offers practical tips for shareholder engagement efforts in 2013.

Section 409A and its interpreting regulations impose complex requirements on nonqualified deferred compensation arrangements. Avoiding potentially disastrous Section 409A tax consequences depends on accurate understanding and implementation of the rules. Employers should have procedures in place to identify and address compliance risks. This article highlights ten compliance issues that are frequently encountered in practice.

This Article discusses post-termination non-competition provisions in executive employment agreements. It includes an analysis of the law in California, Florida, Illinois, New York and Texas on the reasonableness of duration and geographic scope restrictions, as well as examples of recent executive employment agreements with links to each underlying agreement. This Article also includes an expert Q&A with Katherine E. Perrelli of Seyfarth Shaw LLP, discussing considerations for employers with an online presence and the use of other types of restrictive covenants.

An expert Q&A with Andrea S. Rattner of Proskauer Rose LLP on the impact of the Dodd-Frank Act on executive employment agreements and the influence of shareholder advisory groups' proxy voting guidelines on companies that are required to submit their executive compensation programs to a say on pay vote.

An expert Q&A with Howard Pianko and William Prickett of Seyfarth Shaw LLP on the implications of recent shareholder derivative suits filed against directors of companies with failed say on pay votes and their compensation advisors, including steps companies can take to protect against these lawsuits.

In her regular column on corporate governance issues, Holly Gregory looks at the findings of several recent surveys and reports that companies and their boards should consider in structuring and evaluating their governance practices.

An article examining why companies offer executives change in control protection, how practices are changing in the current economic climate and when change in control benefits and payments are typically triggered.

Linda Rappaport, John Cannon and Doreen Lilienfeld of Shearman & Sterling LLP discuss their views on how the executive compensation provisions of the Dodd-Frank Act will impact public companies.

An expert Q&A with Regina Olshan and Erica Schohn of Skadden, Arps, Slate, Meagher & Flom LLP on what employers need to do to correct Internal Revenue Code Section 409A documentary errors and mitigate tax penalties.

This Article explains the alternatives for changing the payment date of compensation otherwise payable in 2011, in light of expected increases in individual income tax rates. It also discusses the ways in which Section 409A of the Internal Revenue Code limits these alternatives.

This Article describes the new IRS employment tax audit project and suggests actions companies can take if they receive an audit notice.

Simpson Thacher & Bartlett LLP Memorandum on SEC amendments to its rules on compensation and corporate governance disclosure. Proxy statements and annual reports on Form 10-K must be in compliance with the new rules if the company's fiscal year ends on or after December 20, 2009 and the proxy statement or annual report is filed on or after February 28, 2010. Click here to view the full text.

This Article explains the steps an employer can take by the end of 2009 to correct or mitigate failures to comply with IRC Section 409A relating to deferred compensation plans and arrangements.

An Article on how companies may deal with a situation where stock options granted to incentivize employees are "underwater" because they have an exercise price greater than the market price of the underlying stock as a result of a decline in stock prices. The Article discusses stock option repricing and exchange programs, practices which include reducing the exercise price of the underwater options and exchanging underwater options for new options based on current market levels, for restricted stock, for a payment of cash or for a combination of options and cash. The Article outlines applicable US federal securities laws, stockholder approval requirements and accounting and tax issues to consider when determining whether to effect option repricing or exchanges. The advantages and disadvantages of option repricing and exchanges to a company and its stockholders are also examined.Click here to open as a PDF

An overview of the key immigration law issues facing executives wishing to relocate to the US and some considerations for moving to the US permanently.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services.

This chapter concerns the issue of backdating of US share options, including: the potential difficulties that this practice may cause and the penalties that may be incurred; steps that companies can take to avoid falling foul of this practice; the implications for non-US companies; and the likely further developments in this area.

A discussion of the different types of partnership equity compensation and the federal income tax aspects of profits interests.

The Internal Revenue Service (IRS) proposed regulations under Section 162(m)(6) of the Internal Revenue Code (IRC), which address the $500,000 deduction limit on compensation provided by certain health insurance issuers.

A discussion of the compensation and benefits provisions of an executive employment agreement, including a PLC What's Market comparison report with summaries of the respective compensation and benefits provisions from recently filed executive employment agreements.

The SEC approved NASDAQ's listing standards relating to the independence of compensation committees, compensation consultants and other compensation advisers.

Institutional Shareholder Services Inc. (ISS) issued a revised white paper on its approach to evaluating pay-for-performance alignment, incorporating a defined calculation of "realizable pay" and the revised peer group selection methodology ISS previously announced.

Institutional Shareholder Services (ISS) published its 2013 US Proxy Voting Summary Guidelines.

NASDAQ filed an amendment to its proposed listing standards relating to the independence of compensation committees, compensation consultants and other compensation advisers.

Institutional Shareholder Services (ISS) released a set of FAQs regarding its revised peer group selection methodology.

Glass, Lewis & Co. released updates to its 2013 proxy guidelines.

The SEC issued an order granting exemptive relief to public companies and other filers affected by Hurricane Sandy that are required to provide certain information to the SEC and shareholders under federal securities laws.

NASDAQ proposed rule changes to comply with the SEC's requirement to have independent compensation committees. The new listing standards require, among other things, a standing compensation committee of at least two independent members and outline factors that would disqualify board members from the compensation committee.

The US Court of Appeals for the Eighth Circuit held in Schaffart v. ONEOK, Inc. that former executives were entitled to payment under equity award agreements in part because the individual who determined that the awards were forfeited on each executive's employment termination did not have authority to administer the plan.

The Internal Revenue Service (IRS) issued Revenue Procedure 2012-29, effective June 25, 2012, which provides sample language that taxpayers may use to make an election under Section 83(b) of the Internal Revenue Code (IRC) and examples of the income tax consequences of making a Section 83(b) election in various situations.

On May 29, 2012, the Internal Revenue Service (IRS) issued proposed regulations clarifying the meaning of substantial risk of forfeiture under Section 83 of the Internal Revenue Code (IRC).

President Obama signed into law the Jumpstart Our Business Startups (JOBS) Act.

The US Supreme Court vacated and remanded the US Court of Appeals for the Ninth Circuit's decision in Credit Suisse Securities (USA) LLC, et. al. v. Simmonds, which found that failure to make timely disclosures of changes in ownership interests under Section 16(a) of the Exchange Act tolled the two-year statute of limitations for bringing a case under Section 16(b) of the Exchange Act for short-swing profits liability.

The SEC staff issues a small entity compliance guide explaining the new net worth standard for accredited investors and withdraws two outdated questions from its Compliance and Disclosure Interpretations (C&DI).

On February 17, 2012, Congress approved the Middle Class Tax Relief and Job Creation Act of 2012, which extends through December 31, 2012, the reduced payroll tax rate of 4.2% that was due to expire at the end of this month.   

The IRS issued Announcement IR-2011-124, providing guidance on implementing the extension of the 2% payroll tax reduction under the Temporary Payroll Tax Cut Continuation Act of 2011 and on the Act's recapture provision.

The SEC adopted a final rule amending the net worth standard in the definition of accredited investor under the Securities Act to conform the definition to the requirements of the Dodd-Frank Act.

Institutional Shareholder Services (ISS) published a white paper on its new approach to evaluating pay for performance alignment.

On November 17, 2011, Institutional Shareholder Services (ISS) published its 2012 updates to its proxy voting guidelines.

An update on the SEC's delay in its planned implementation of certain executive compensation requirements of the Dodd-Frank Act.

An update on the SEC's publication of a small entity compliance guide related to say on pay, frequency and golden parachutes rules.

An update on the SEC's approval of an interagency proposed rule under the Dodd-Frank Act on incentive-based compensation arrangements.

An update on the SEC's final rules allowing stockholders to cast advisory votes on executive compensation and "golden parachute" arrangements.

An update on the SEC's proposed rules allowing stockholders to cast advisory votes on executive compensation and golden parachute arrangements.

An update on President Obama signing into law the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

An update on the Dodd-Frank Wall Street Reform and Consumer Protection Act.

An update on the Senate's passage of a broad financial regulatory reform bill.

An update on the SEC updating the compliance and disclosure interpretations (C&DIs) on Regulation S-K and Proxy Disclosure Enhancement Transition.

An update on compliance and disclosure interpretations (C&DIs) published by the SEC on the transition to the new proxy disclosure requirements taking effect in 2010.

An update on RiskMetrics Group's release of its 2010 Corporate Governance Policy Updates.

An update on a rule proposed by the SEC to enhance proxy disclosure and solicitation.

An update on the Treasury Department's publication of an interim final rule providing standards for compensation and corporate governance under the Troubled Asset Relief Program (TARP).

An update on new executive pay guidelines issued by the Treasury Department for companies receiving government bailout funds.

An update on the Treasury Department's issuance of new interim final rules which amend and add rules regarding executive compensation under TARP.