On October 4, the IRS issued long-expected guidance extending the transition relief under Section 409A of the Internal Revenue Code (the "Code"). As described below, subject to an exception for certain "in the money" stock options granted to Section 16 officers and directors of publicly-traded companies, Notice 2006-79 generally extends the key transition rules through December 31, 2007.Effective Date/Good Faith Reliance.
Client Alert | October 5, 2006
A wave of putative class action lawsuits were filed last week against sponsors of 401(k) plans and other defined contribution retirement plans. The lawsuits were filed in federal courts throughout the country against some of the largest and best known companies in the U.S.
Client Alert | September 28, 2006
The Securities and Exchange Commission (“SEC”) has issued its new rules comprehensively revising the disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters. The final rules also modify the requirements for disclosing executive compensation actions and arrangements on Form 8-K. With a few notable exceptions, the final rules as adopted are substantially similar to the SEC’s proposal from January 2006. The new rules will be effective for fiscal years ending on or after December 15, 2006, and therefore apply to disclosures of 2006 compensation in calendar-year companies’ 2007 proxy statements. The new rules applicable to disclosure of executive compensation arrangem
Client Alert | September 1, 2006
The Congress has passed major pension legislation, the "Pension Protection Act of 2006" (the "Act"), which President Bush has promised to sign into law. We describe below some of the most important changes the Act makes and attach a detailed chart [PDF] summarizing many of the key benefits provisions of the Act. In addition, a Gibson Dunn update is available on certain changes affecting investment funds.Funding of Defined Benefit Plans. The Act significantly changes the defined benefit plan funding rules, generally effective for plan years beginning in 2008. Plan sponsors may want to discuss these changes with their actuaries and consider whether additional contributions should be made before 2008. In particular, plans that are “at risk�
Client Alert | August 8, 2006
Today, the Securities and Exchange Commission (“SEC”) voted unanimously to adopt new rules that will revise the disclosure requirements for executive and director compensation, related-party transactions, director independence and other corporate governance matters.
Client Alert | July 26, 2006
Two recent court decisions make important contributions to the developing caselaw on the obligation that ERISA fiduciaries may have to remove company stock from employee benefits plans when the stock is declining in value. In Summers v. State Street Bank & Trust Co., Nos.
Client Alert | July 7, 2006
Gibson Dunn partners Amy Goodman and Tim Roake participated in a recent Corporate Governance Forum hosted by the Daily Journal Corporation and reprinted in the Spring 2006 issue of 8-K magazine.
Client Alert | April 25, 2006
Today, the Securities and Exchange Commission (the “SEC”) voted to propose rules that would amend disclosure requirements for:executive and director compensation; related party transactions;director independence and other corporate governance matters;security ownership of officers and directors; and Form 8-K reports regarding compensation arrangements.The final rules are not expected to be enacted in time for the 2006 proxy season, but likely will apply to disclosures of 2006 compensation that are made in companies’ 2007 proxy statements.
Client Alert | January 17, 2006