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SEC Proposed Rules for Compensation Committee Members and Advisers: Apr-28-2011 — As directed by the Dodd-Frank Act, the SEC has proposed rules that require the exchanges, including the NYSE, to adopt listing standards related to compensation committee members and compensation advisers. These rules will also require new disclosures about the use of compensation consultants and conflicts of interest. More...
SEC Proposes Rules Regarding Say-On-Pay and Golden Parachutes: Nov-04-2010 — The SEC recently proposed rules implementing the provisions of the Dodd-Frank Act regarding shareholder advisory votes on executive compensation ("say-on-pay"); how often a shareholder advisory vote with respect to executive compensation will occur ("say-on-frequency"); and shareholder advisory votes on compensation arrangements in connection with certain corporate transactions ("say-on-golden parachutes"). The SEC has asked for comments by November 18, 2010. More...
SEC Grants Stay of Proxy Access Rules: Oct-13-2010 — On October 4, 2010, the SEC exercised its discretion to stay the proxy access rules pending the resolution of a petition filed by Business Roundtable and the Chamber of Commerce of the United States of America challenging the proxy access and related rules. The rules had been scheduled to take effect on November 15, 2010. More...
SEC Adopts Final Rules Regarding Proxy Access: Sep-22-2010 — The SEC recently adopted amendments to the proxy rules, generally set forth in Rule 14a-11 of the Exchange Act, permitting shareholders to nominate directors in the company's proxy materials thereby providing shareholders with an alternative to the expensive and complicated process of preparing their own proxy materials. More...
The Dodd-Frank Wall Street Reform and Consumer Protection Act: Jul-26-2010 — President Obama has signed financial reform legislation into law. As reported in our previous Alerts, the Dodd-Frank Act includes provisions that impact corporate governance as well as executive compensation. More...
Status of Financial Reform Legislation: Jun-29-2010 — Financial reform legislation moved closer to being adopted as law as it passed through the reconciliation process of the joint House and Senate committee late last week. Now known as the Dodd-Frank Wall Street Reform and Consumer Protection Act, the current bill, like the earlier House and Senate versions, includes provisions revising certain corporate governance areas and executive compensation. However, a provision included in earlier versions that would have required public companies to uti More...
RiskMetrics Group Adopts New Measure of Governance Related Risk: Mar-15-2010 — RiskMetrics Group has announced that as of March 17, 2010, it will replace its former Corporate Governance Quotient or "CGQ" rating with a new system of governance ratings called Governance Risk Indicators or "GRIds". More...
SEC Climate Change Disclosure Guidance: Feb-19-2010 — In late January, the SEC issued an interpretive release providing guidance to companies regarding required disclosure relating to the impact of climate change on their business. The new guidance will impact the disclosure required in upcoming annual reports on Form 10-K. More...
NYSE Governance Rule Changes: Feb-16-2010 — In January, the SEC approved changes to the NYSE corporate governance listing standards that clarify certain disclosure requirements, codify existing exchange interpretations and, in an effort to coordinate with SEC rules, replace certain disclosure requirements with those contained in Item 407 of Regulation S-K. Item 407 requires disclosure regarding director independence and certain corporate governance matters. This year's proxy materials must comply with the new standards. More...
Desperate for Dollars - New York State Announces Taxpayer Amnesty Program: Feb-10-2010 — New York's annual multi-billion dollar tax gap - the difference between taxes owed and taxes collected - has led the State to increase enforcement and encourage payment and compliance through its tax incentive programs. The Penalty and Interest Discount Program ("PAID") and the Voluntary Disclosure and Compliance Program are currently available for delinquent taxpayers, but time is of the essence with PAID. More...
SEC Issues Guidance Regarding Enhanced Proxy Disclosure: Feb-04-2010 — On January 20, 2010, the SEC issued Compliance and Disclosure Interpretations to assist with issues presented by the recently adopted rules governing enhanced proxy disclosure. More...
Reporting of Voting Results: Feb-02-2010 — The SEC's recently adopted rules regarding enhanced proxy disclosures also include new requirements for the reporting of voting results and highlight the need for the continued focus on shareholder relations. More...
Board Oversight Role in Risk Management: Jan-28-2010 — The rules recently adopted by the SEC require added disclosure in the 2010 proxy materials regarding the board's role in the oversight of risk management and the effect on the leadership structure of the company. More...
The Spotlight on Revised Executive Compensation Disclosures: Jan-26-2010 — Compensation decisions remain under scrutiny by investors. As investors demand that executive pay be linked to performance, issuers and the SEC are still struggling with the "new" executive compensation disclosure rules first effective four years ago. Now the SEC has amended the executive compensation disclosure rules impacting the disclosure required in the proxy materials for the 2010 annual meeting. The new disclosure requirements are generally directed at two main areas: risk analysis a More...
The New Proxy Rules Impact on Director Qualifications and Diversity of the: Jan-19-2010 — The enhanced proxy rules recently adopted by the SEC require added disclosure in the proxy materials for the 2010 annual meeting regarding the background and qualifications of directors and nominees and the diversity of the board. More...
Public Company Employment Agreements May Need to be Amended Before 2010: Nov-23-2009 — In January 2008 the IRS issued a private letter ruling which stated that a bonus payable under an executive employment agreement did not qualify as performance-based compensation under Section 162(m) because the agreement provided that in the event of the executive's termination of employment without cause, any performance goal would be treated as having been achieved and the awards would vest to the extent such awards would have become vested had the executive's employment continued for two yea More...

Articles

WBFO Covers Jaeckle Marcellus Shale Forum: Dec-29-2011 — The economic success stories from states that have opened their doors to Marcellus Shale drilling are compelling. As New York State completes its regulatory due diligence, businesses in all sectors are considering how this new industry may shape their strategic growth plan. Executive leaders of local companies were invited to attend a discussion focused on the business aspects of drilling and the opportunities. More...
Jaeckle Packing Its Bags, Heading to Avant: Joseph Kubarek Featured in Buffalo Law Journal Article: Oct-10-2011 — Sitting in the eighth-floor conference room of Jaeckle Fleischmann & Mugel LLP, Managing Partner Joseph Kubarek can look uptown and see the Avant building dominating the skyline. In a few short weeks, he'll be enjoying the view from inside. More...
Insurance Company Acquisitions: Legal Considerations in New York State: Jul-12-2010 — In general, when one company wants to take over another company's business, it is assumed that the company will purchase the stock or assets of the other party. In a typical transaction, after considering matters such as the liabilities of the target company and the tax impacts of a structure, the parties negotiate whether an asset or stock deal is appropriate and then enter into an agreement. More...
Buffalo Law Journal - Legal advice for keeping it in the family: May-25-2010 — From navigating complex family dynamics to tax liabilities, from relatives with differing skill sets to those with differing interests in the family operation, business attorneys say there is a lot to consider when it comes to successfully transitioning a family business to the next generation. More...
A Case for the Non-Compete Agreement: Feb-18-2010 — Today's increasingly mobile workforce requires employers to think seriously about protecting confidential company information against misuse or outright theft by key employees. Contrary to popular belief, New York courts often enforce restrictive covenants designed to protect an employer from unfair competition by former employees, particularly when a well drafted agreement demonstrates necessity and is reasonable in scope. To that end, employers should consider requiring key employees to sign More...

Newsletters

FAQs Regarding Reorganization of the New York State Insurance Department: Apr-18-2011 — On March 31, 2011, the New York State legislature enacted Governor Cuomo's budget bill relating to the 2011-2012 fiscal year (the "Budget Bill"). In addition to numerous other provisions, the Budget Bill contains provisions that will result in the merger of the Departments of Banking and Insurance into a new entity to be known as the Department of Financial Services (the "DFS"). More...