Just last week we were presenting at the annual NASPP conference on the increasing scrutiny of director compensation from shareholders, investors, plaintiffs, the SEC, and proxy advisors. This week it seems that the trend is set to continue, as Institutional Shareholder Services (“ISS”) launches its 2018 Benchmark Policy Consultation, seeking public comment on proposed new voting policies for 2018, including a new draft U.S. voting policy on director elections and non-employee director pay. The proposed new…
On June 1, 2017, the United States Court of Appeals for the Fifth Circuit, in Langley v. Howard Hughes Mgmt. Co., L.L.C., 694 F. App’x 227 (5th Cir. 2017), held that William Langley, a former golf club executive, was entitled to receive approximately $255,000 in severance pay, plus attorney’s fees. The Court found that the administrator’s interpretation of a severance plan, which resulted in denying the former executive’s claim for severance pay, was an abuse…
The state of Maryland recently revised their state “Blue Sky” securities law to provide for a self-executing exemption for compensatory benefit plan offerings made in connection with Rule 701 of the Securities Act of 1933, as amended (“Rule 701”). Background A company that is not publicly traded in the US – generally, a company whose stock is not registered under the Securities Act of 1933, such as US private companies or non-US public companies that…
The IRS has issued guidance in Notice 2017-46 (the “Notice”) relaxing the rules applicable to U.S. financial institutions that require the collection of foreign taxpayer identification numbers (Foreign TINs) from U.S. nonresident aliens. Under anticipated amendments to temporary regulations that are described in the Notice, withholding agents will be required to collect a Foreign TIN and date of birth (in the case of an individual account holder) on a foreign person’s beneficial owner withholding certificate (e.g., a…