Executive Pay and Loyalty

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New Developments >>> revised 2016.Mar.27

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2016.Feb.10   ISS Updates FAQs for Stock Plan Proposals and Executive Compensation
See 2016 ISS Voting Policies for the latest FAQs that ISS has published, including those applicable to stock plan proposals and executive compensation generally.  New FAQs focus on . . . continued at Proxy Advisors.

2016.Feb.02   Delaware Warnings for Directors: You have Fiduciary Duties over Executive Hiring and Firing
Rolling forward the logic of the seminal Disney cases that focused on executive compensation, Delaware’s Chancery Court has issued a decision that provides helpful reminders to independent directors: their involvement in executive hiring and firing decisions cannot be “tangential and episodic”; nor should they  “mindlessly swallow information” or give deference to the judgments of corporate officers. The court warns that . . . continued at Excessive Compensation Claims.

2016.Feb.   Carried Interest Taxation in Treasury Spotlight
For FY2017, the Treasury Department's revenue proposals aim to "tax as ordinary income a partner’s share of income on an “investment services partnership interest” (ISPI) in an investment partnership, regardless of the character of the income at the partnership level. Accordingly, such income would not be eligible for the reduced rates that apply to long-term capital gains. In addition, the proposal would require the partner to pay self-employment taxes on such income." (See page of PDF). More at Carried Interests.

Other recently updated pages:
>>> See Past Alerts.

Topical Index

Loyalty Duties:


By Contract (e.g. non-competes)

By Geographic Area

By Law

Enforcement of Loyalty:

  Executive Compensation:



Say on Pay

Georgetown Law Class Spring 2015 
"Executive Compensation - Governance, Securities, and Tax"

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Mark Poerio