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Sixth Circuit reverses dismissal of ERISA class action where SEC filings were incorporated into benefit plan communications

  • Jenner & Block
  • -
  • USA
  • -
  • September 11 2012

In Dudenhoefer v. Fifth Third Bancorp, No. 11-3012, 2012 WL 3826969 (6th Cir. Sept. 5, 2012), the Sixth Circuit reversed the dismissal of an ERISA class action against the company, its CEO, and other officers that alleged defendants breached their fiduciary duties by allowing employees to invest in the company’s stock, even though defendants allegedly knew the stock was at risk because of the company’s subprime lending activity

Use a Form S-8, go to jail! (Really)

  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • -
  • USA
  • -
  • August 29 2012

One might not expect that filing a registration statement on Form S-8 could result in a criminal conviction

IRS clarifies that dividends and dividend equivalents must separately satisfy Section 162(m) as performance-based compensation

  • Reed Smith LLP
  • -
  • USA
  • -
  • July 10 2012

The Internal Revenue Service recently released Revenue Ruling 2012-19 to clarify that dividends and dividend equivalents granted in connection with restricted stock or restricted stock units (“RSUs”) that are considered performance-based compensation for purposes of Code Section 162(m) must also separately satisfy the requirements under Code Section 162(m) to be treated as performance-based compensation excludible from the deduction limitation set forth in Code Section 162(m

Dodd-Frank executive compensation overview

  • Leonard, Street and Deinard
  • -
  • USA
  • -
  • June 25 2012

The Dodd-Frank Act looks like it will affect compensation and benefits law in three main areas

More companies get serious about compensation risk assessments

  • Winston & Strawn LLP
  • -
  • USA
  • -
  • June 19 2012

More companies seem to be expanding their compliance efforts related to their executive compensation disclosure in the area of potential risks created by compensation plans

2012 annual compliance obligations: what you need to know

  • Pillsbury Winthrop Shaw Pittman LLP
  • -
  • USA
  • -
  • March 2 2012

In light of the current regulatory environment, now more than ever, it is critical for you to comply with all of the legal requirements and best practices applicable to Investment Advisers

Reminder to our publicly-held clients: shareholder approval may be required at next annual meeting for performance-based compensation

  • King & Spalding LLP
  • -
  • USA
  • -
  • January 31 2012

If you are a publicly-held corporation, please consider whether shareholder approval of your performance-based compensation goals is required at your next annual meeting

“What, me worry?” Yes, the securities laws apply to private companies!

  • Blank Rome LLP
  • -
  • USA
  • -
  • January 30 2012

In a case that should serve as a warning to the owners, directors and officers of privately-held companies that offer equity plans to their employees, on December 12, 2011, the SEC filed suit against Stiefel Laboratories, Inc. (at the time of the alleged misconduct, the world’s largest privately held manufacturer of dermatology products and now a subsidiary of GlaxoSmithKline PLC) and Charles Stiefel, the then controlling shareholder, chairman and CEO

Compensation clawbacks

  • Winston & Strawn LLP
  • -
  • USA
  • -
  • December 1 2011

There have been two interesting developments in the area of compensation clawbacks in the last month

When a nonbinding vote binds: the perils of ignoring a “no” vote on executive compensation

  • Foley & Lardner LLP
  • -
  • USA
  • -
  • July 25 2011

Among its myriad provisions, the Dodd-Frank Wall Street Reform and Consumer Protection Act created Section 14A of the Securities Exchange Act of 1934

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