July 1 deadline for implementing compensation committee and adviser independence rules is fast approaching *

USA - April 18 2013
As compensation committees and companies plan their spring and summer meetings, they should consider the following new requirements relating to…

Co-authors: Regina M. Schlatter, Maj Vaseghi.

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An important company victory in the proxy disclosure litigation wars *

USA - February 24 2013
In a very important development in the current proxy disclosure litigation wars relating to annual meeting votes, last Thursday the Santa Clara…

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Preparing for possible IRC Section 162(m) litigation this proxy season *

USA - February 21 2013
Section 162(m) of the Internal Revenue Code (IRC) generally limits deductions for compensation paid to a public company's CEO and three additional…

Co-authors: Pamela S. Palmer, Colleen C. Smith, Michele D. Johnson, Whitney L. Bruder, Patrick E. Gibbs.

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Defending the latest wave of proxy litigation: say-on-pay and equity plan shareholder class action injunction lawsuits *

USA - January 30 2013
The third proxy season of mandatory, nonbinding shareholder votes on executive compensation — so-called "say-on-pay" votes — is coming up…

Co-authors: Pamela S. Palmer, Colleen C. Smith, Michele D. Johnson, Whitney L. Bruder, Patrick E. Gibbs.

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Pay design issues to consider in planning for 2012 year-end and 2012 pay decisions *

USA - October 17 2012
The first two years of mandatory say-on-pay votes for the majority of US public companies have taught us much about the executive pay issues that are important to institutional investors and proxy advisers, the importance of good pay practices and how pay design affects say-on-pay vote and director election results.

Co-authors: Bradd L. Williamson.

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