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Why More Companies Are Linking CEO Pay To ESG

McDermott Will & Emery Employee Benefits

An important new governance survey suggests an increasing willingness to consider linking a company’s ESG performance measures to executive incentive compensation. But implementing such measures may present boards and their compensation committees with practical implementation challenges.

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“Clawback Comeback”: DOJ’s New Focus on Clawbacks to Prevent Corporate Crime

Proskauer's Employee Benefits & Executive Compensa

This new focus on “clawbacks” is intended to give general counsels and chief compliance officers the tools to implement “responsible corporate behavior” and to foster a corporate culture that both deters and punishes risky (and possibly criminal) behavior by top executives.

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Long Time Coming: SEC Adopts Final Dodd-Frank Clawback Rules

Proskauer's Employee Benefits & Executive Compensa

The Final Rules task national securities exchanges (“exchanges”) with adopting formal listing standards that, in turn, require publicly listed companies to establish compensation clawback policies that meet the standards prescribed in the Final Rules.

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Option Grant Practices: A Trap for the Unwary – Spring-Loading and Bullet-Dodging

Proskauer's Employee Benefits & Executive Compensa

A potentially overlooked but important issue that public companies should have in mind when granting option or option-like awards is avoiding the unintentional appearance of “spring-loading” and “bullet-dodging,” both of which have been a recent focus of the SEC and shareholders and viewed as potentially poor corporate governance practices.

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Tax Court Decision Interprets Profits Interest “Safe Harbor” under IRS Rev. Proc. 93-27

Proskauer's Employee Benefits & Executive Compensa

The Tax Court’s May 3, 2023, decision in ES NPA Holding, LLC v. Commissioner (T.C.

Taxes 52