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Sinead Kelly

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Cutting Costs Without Cutting Corners: 10 Practical Tips for Managing Legal Risk in Global Reductions in Force

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In 2025, multinational giants across industries are redefining the scale and scope of global workforce reductions—with some cutting tens of thousands of jobs at a time in particular divisions, shuttering certain factories worldwide, moving to different countries, or otherwise undertaking large-scale restructuring—and this trend is likely to press on. Indeed, the World Economic Forum’s Chief People Officers Outlook – September 2025 shows 42% expect continued turbulence in the year ahead. These sweeping moves, driven by AI disruption,…

Tax and Legal Considerations for Global Tender Offers

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Private company tender offers and similar liquidity programs have become increasingly common in recent years, offering service providers a way to realize value from their equity awards and/or shares—without requiring the company to enter public markets. Our latest article provides a high-level overview to help privately held companies navigate the tax and legal complexities of launching a global tender offer. Structured in a FAQ format, the piece addresses the most frequent questions and challenges we encounter when U.S.…

New SEC Guidance on Clawback-Related Disclosure

By 4 Mins Read

On April 11, 2025, the US Securities Commission’s Division of Corporation Finance issued six new Compliance and Disclosure Interpretations (CDIs) that provide guidance on the disclosures required when a US listed issuer has an accounting restatement that may trigger a clawback of “erroneously-awarded compensation” under Exchange Act Rule 10D-1 and the corresponding listing standards. See Exchange Act Forms CDIs 104.20 – 104.25, as linked below. When to Mark Check Boxes on Annual Reports The new…

Proposed Regulations Implementing the Expanded Definition of “Covered Employee” Under Code Section 162(m)

By , and 5 Mins Read

On January 14, 2025, the Internal Revenue Service (“IRS”) published proposed regulations (the “Proposed Regulations”) under Section 162(m) of the Internal Revenue Code (“Code”), which generally limits publicly held companies to a $1 million annual tax deduction for compensation paid to “covered employees” in a taxable year. The Proposed Regulations implement amendments made to Code Section 162(m) by the American Rescue Plan Act of 2021 (the “ARPA”) to expand the definition of “covered employee” to…

ISS Releases Executive Compensation and Equity Plan Policy Updates for the 2025 Proxy Season

By 4 Mins Read

Institutional Shareholder Services (ISS) has released its executive compensation and equity plan policy updates for the 2025 proxy season, reflecting its approach to determining its proxy voting recommendations on say on pay and equity plan proposals for shareholder meetings held on or after February 1, 2025. The updates to ISS’s existing policies are fairly light overall, but it is notable that there will be heightened scrutiny of the design and disclosure of performance-vesting equity awards,…

IRS Introduces New Form 15620 for Section 83(b) Elections

By 3 Mins Read

On November 7, 2024, for the first time, the Internal Revenue Service (IRS) has made available a form on which elections under Section 83(b) of the Internal Revenue Code may be made. This new Form 15620 provides a standardized method for elections and should streamline the process of making an 83(b) election. However, the new form is not required to be used, and taxpayers may continue to use their own form of election, provided it…

Proposed Regulations on Stock Buyback Excise Tax Shed Light on Compensation Plan Transactions

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On April 12, 2024, Treasury and the IRS published proposed regulations on the 1% excise tax imposed by Internal Revenue Code Section 4501 on the value of stock repurchased by a US public corporation or a 50% affiliate. The proposed regulations elaborate on and clarify compensation-related issues that arose in Notice 2023-2, December 27, 2022 (addressed in our prior blog post), including: For a full discussion of these topics and practical tips on next steps, we…

T+1 is Right Around the Corner – Time to Confirm Your Equity Award Tax Readiness

By and 5 Mins Read

The Securities and Exchange Commission (SEC) last year amended rules under the Securities Exchange Act of 1934 to shorten the securities transaction settlement cycle for most broker-dealer securities transactions, from “T+2” to “T+1,” meaning that securities transactions will need to be settled within one business day of the transaction date (“T”), effective as of May 28, 2024. Impact on Equity Awards The new SEC-required settlement timing will directly impact equity awards that are settled through…

Don’t Miss California’s New Noncompete Notice Requirement (Deadline 2/14/24): Review Equity Award Agreements + Other Employment-Related Contracts ASAP to Avoid Costly Penalties

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As many readers likely know, last fall California doubled-down on the state’s hostility to noncompete agreements. Assembly Bill 1076 codified the landmark 2008 Edward v. Arthur Andersen decision that invalidated all employment noncompetes, including narrowly tailored ones, unless they satisfy a statutory exception.AB 1076 also added new Business & Professions Code §16600.1, requiring California employers to notify current (and certain former) employees that any noncompete agreement or clause to which they may be subject is void (unless it falls within one of…

International Implications of Mandatory Dodd-Frank Clawback of Incentive-Based Compensation

By 2 Mins Read

The United States Dodd–Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), as implemented by Section 10D of the US Securities and Exchange Act of 1934, Rule 10D-1 thereunder, and applicable stock exchange listing standards, requires US listed companies, by December 1, 2023, to adopt a clawback policy applicable to executive officers in the event of an accounting restatement due to material noncompliance with financial reporting requirements.The policy must provide for the recovery…

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