Insights
Legal, Regulatory, Accounting & Tax
Three Questions Worth Revisiting in Long-Term Incentive Design
Many LTI programs reflect years of incremental, well-intended changes in response to strategy, market practice, and shareholder expectations. Before planning for 2027 begins, compensation committees may want to revisit three core design features — vehicle mix, performance periods, and vesting mechanics — to confirm the program still reflects current intent.
Special Equity Awards: Navigating Governance Considerations
In 2023, Fair Isaac Corporation’s board faced a situation many compensation committees encounter: a proven, long-tenured CEO who had become retirement-eligible, an active market for executive talent, and a retention challenge the regular program was not designed to solve on its own.
New California Law Affects Payments to Executives That Are Subject to Repayment
Alert | By David Gordon, Dina Bernstein
On January 1, a new California law (AB 692, enacting California Business and Professions Code section 16608) became effective. It broadly regulates payments to employees or independent contractors that are subject to repayment….
SEC’s Spring 2025 Regulatory Flex Agenda Signals a Strategic Pivot
By Samantha Nussbaum, Dina Bernstein
On September 4, 2025, the SEC released its latest Spring 2025 Regulatory Flex Agenda, outlining its rulemaking priorities under Chairman Paul Atkins. It marks a pronounced shift compared to those published under the prior administration, focusing on deregulation and streamlined disclosures…
The One Big Beautiful Bill Act and Its Impact on IRC Section 4960: What Tax-Exempt Organizations Need to Know
By Elaine Yim
The One Big Beautiful Bill Act (OBBBA) was signed into law on July 4, 2025, introducing extensive changes to the U.S. tax code. Among the changes that are consequential for tax-exempt organizations include…
Texas Enacts New Law Regulating Proxy Advisory Firms Advising Shareholders of Texas Companies
On June 20, 2025, Governor Greg Abbott signed into law Texas Senate Bill (S.B.) 2337 “Relating to the regulation of the provision of proxy advisory services” that imposes new rules on proxy advisors, such as Institutional Shareholder Services (ISS) and Glass Lewis…
IRS Proposed Regulations Under Section 162(m) are Generally Unsurprising With One Glaring Exception
Alert | By David Gordon, Dina Bernstein, Bindu Culas
On January 16, the IRS issued proposed regulations implementing the impending expansion of the…
Court Strikes Down Federal Trade Commission (FTC) Noncompete Rule
By Michael Abromowitz, Bindu M. Culas
On August 20, in Ryan, LLC v. FTC a federal district judge in Texas blocked the FTC’s rule generally banning noncompetition agreements. With this decision, the FTC’s rule is now barred from taking effect nationwide, which had been scheduled for September 4. The decision comes after the same Texas judge issued a preliminary…
The New FTC Noncompete Rule and Future Equity Awards to Senior Executives – Will These Awards Be Grandfathered?
By David Gordon, Bindu Culas, Michael Abromowitz
This marks the fourth time we have written about the FTC’s new rule generally banning the use of noncompetition clauses in the employment context (see New FTC Rule Would Generally Ban All Non-Compete Agreements Except for Agreements…
Courts Are Now Split on Legality of FTC’s Non-Compete Ban – Pennsylvania District Court Determines that FTC Ban is Legal
By David Gordon, Bindu Culas, Michael Abromowitz
Two district courts have now ruled on the legality of the FTC’s general ban on non-compete agreements. Our July 5 blog described the Ryan LLC v. FTC case, a decision by a federal district court in Texas that issued a preliminary injunction barring the FTC from enforcing the rule…
Fifth Circuit Reinstates the Notice-and-Awareness Proxy Adviser Regulation that the SEC First Adopted and then Rescinded
By Samantha Nussbaum, Dina Bernstein
In 2020, the SEC amended its proxy rules, generally requiring a proxy advisory firm (such as ISS and Glass Lewis) to make its proxy voting advice about a company available to the company no later than the time the advice goes to its clients and to provide a mechanism to inform its clients if the registrant files a response…
FASB Proposed Accounting Standards Update on Income Statement Expense Disaggregation Disclosure
Alert | By Stafford Schmidt, Michael Abromowitz
The Financial Accounting Standards Board (FASB) completed discussions and voted to proceed to drafting a final version of the proposed Accounting Standards Update (ASU) for the disaggregation of income statement expenses (DISE) on June 26, 2024…
