Summary IRS issued Notice 2007-49 6.04.07 Interpretive guidance on identification of covered employees for purposes of IRC §162(m)(3), which was prompted by recent changes to SEC executive pay disclosure rules Definition of covered employees in IRC §162(m)(3) is tied to executive pay disclosure rules under Exchange Act Definition [more...]
Summary Topic page covers SEC definitions of Director Executive officer Officer Named executive officers NEOs Principal executive officer PEO Principal financial officer PFO Developments SEC modifies definition of named executive officer Revised as part of 2006 changes to executive compensation disclosure Final [more...]
Cirka v National Union Fire Insurance Company of Pittsburgh (Del Ch) 8.06.04 Director & Officer Insurance "Insured versus insured" exclusion in a D&O liability policy did not apply to a derivative action brought by the committee of unsecured creditors Because the committee brought suit on behalf of the estate, and not [more...]
Hirings 2006 William Perez - Wrigley CEO Press 10.23.06 Alan Mulally - Ford CEO Announcement 9.05.06 Form 8-K 2005 John Mack - Morgan Stanley CEO Employment agreement 6.30.05 Form 8-K Amended employment agreement 9.30.05 Form 8-K Clarifying letter agreement 12.13.05 Stock unit award Form 8-K Proxy statement summary [more...]
The Dick Grasso Problem For many companies, the new executive compensation disclosure rules will require disclosure of numbers that have never been publicly disclosed before. What will be the impact? Last years executive compensation hullabaloo was over perks: what you had to put in the proxy statement about your jet-setting CEO [more...]
Summary Covers legislative developments related to executive compensation Shareholder Vote on Executive Compensation Act H.R. 1257 4.20.07 U.S. House of Representatives passed H.R. 1257 by vote of 269 to 134 on 4.20.07 Senator Obama introduced companion [more...]
Summary Covers SEC rules applicable to officers and directors Including those added by the SOX Act Also covers NYSE / NASDAQ rules applicable to officers and directors Many of these rules are covered on dedicated Topic Pages: Section 16 (Insider trading restrictions) Regulation BTR (Pension fund blackout periods) Codes of ethics Related [more...]