Executive Compensation and Employee Benefits

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Updated Summary of Director Education Opportunities Available (April 2024)

A quarterly update of high-quality education opportunities for Boards of Directors of public and pre-IPO companies and members of private boards.

Client Alert | April 9, 2024

Latest Labor and Employment Developments: Federal Court Vacates NLRB Joint Employer Rule; Overtime Rule Under Review at OIRA

In vacating the NLRB’s new 2023 joint employer rule, the Texas district court determined that the test set forth in the rule is contrary to the National Labor Relations Act.

Client Alert | March 12, 2024

Delaware Court of Chancery Invalidates Elon Musk’s $55.8 Billion Equity Compensation Package

The Delaware Chancery Court has invalidated Elon Musk’s $55.8 billion equity compensation package, raising important considerations for Boards and independent directors when deciding upon significant compensation awards.

Client Alert | February 5, 2024

Top Labor and Employee Benefits Issues to Think About in M&A Deals

Our lawyers discuss the top labor and employee benefits considerations in M&A transactions.

Client Alert | January 17, 2024

Updated Summary of Director Education Opportunities Available (October 2023)

Gibson Dunn's summary of director education opportunities has been updated as of October 2023. Boards of Directors of public and private companies find this a useful resource as they look for high quality education opportunities.  

Client Alert | October 11, 2023

Lawdragon 500 2024 Names 23 Gibson Dunn Partners Top Employment Lawyers

Twenty three Gibson Dunn partners were named to the 2024 Lawdragon 500 Leading Corporate Employment Lawyers guide, featuring “unsurpassed experts who try to keep the balance between Corporate America and its workers.”

Firm News | September 25, 2023

Recent Developments in Colorado Employment Law

Our lawyers discuss amendments made to Colorado’s employment laws that will affect how employers draft and implement policies and practices, particularly in worker protections.

Client Alert | June 15, 2023

NYSE and Nasdaq Allow More Time for Companies to Adopt Rule 10D-1 Clawback Policies: What to Do Now

Our lawyers discuss the decision of the NYSE and Nasdaq to push back the introduction of their new listing standards to October 2, 2023.

Client Alert | June 9, 2023

Executive Compensation Disclosure Handbook: A Practical Guide to the SEC’s Executive Compensation Disclosure Rules 2023

​Washington, D.C. partner Elizabeth Ising, Dallas partner Krista Hanvey, Washington, D.C. associate Geoffrey Walter and Dallas associate Gina Hancock are the co-authors of "Executive Compensation Disclosure Handbook: A Practical Guide to the SEC’s Executive Compensation Disclosure Rules," published by Donnelley Financial Solutions in February 2023.

Article | April 20, 2023

Annual ERISA Litigation Outlook and 2022 Review

Our lawyers discuss the year in Employee Retirement Income Security Act litigation, as a way to help plan sponsors and administrators navigate the ever-evolving ERISA landscape.

Client Alert | March 21, 2023

DOJ Updates Its Guidance on Corporate Compliance Programs

Gibson Dunn lawyers discuss recent guidance provided by the U.S. Department of Justice relating to corporate compliance programs, including clawback or recoupment of compensation from employees and appropriate compliance policies and procedures related to the use of personal devices and communication platforms.

Client Alert | March 14, 2023

Webcasts: Gibson Dunn’s Annual California MCLE Marathon – 2023

Watch a selection of webcasts from Gibson Dunn's MCLE Blitz 2023.

Webcasts | January 12, 2023

Webcast: Executive Compensation Updates and Trends: What You Need to Know

Our lawyers provide a briefing on key developments in the executive compensation space, including recent legislative and regulatory developments.

Webcasts | December 16, 2022

SEC Releases Final Clawback Rules

Gibson Dunn lawyers discuss new SEC rules requiring listed companies to implement policies for recovery (i.e., “clawback”) of erroneously awarded incentive compensation.

Client Alert | October 27, 2022

IRS Updates U.S. Retirement Plan COLAs for 2023

Our lawyers discuss the cost-of-living adjustments applicable to tax-qualified retirement plans for 2023 that were recently released by the IRS.

Client Alert | October 21, 2022

SEC Releases Final Pay Versus Performance Rules

On August 25, 2022, the Securities and Exchange Commission, in a 3-to-2 vote, adopted final rules implementing the pay versus performance disclosure requirement called for under Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Client Alert | August 29, 2022

11 Gibson Dunn Partners Named Lawyers of the Year

Best Lawyers® named 11 Gibson Dunn partners as the 2023 Lawyer of the Year in their respective practice areas and cities.

Firm News | August 18, 2022

Lawdragon 500 2022 Names 20 Gibson Dunn Partners Top Employment Lawyers

Twenty Gibson Dunn partners were named to the 2022 Lawdragon 500 Leading Corporate Employment Lawyers guide, featuring “the nation’s top advisors to businesses, universities, nonprofits and other organizations dealing with the mind-bending matrix of today’s global workforce.”

Firm News | August 15, 2022

Labor Department Proposes “QPAM” Changes

Our lawyers discuss a proposed rule by the Employee Benefits Security Administration of the U.S. Department of Labor that would amend a longstanding regulation governing financial institutions acting as qualified professional asset managers.

Client Alert | July 26, 2022

2021 ERISA Litigation Update

This year’s Annual ERISA Litigation Update summarizes key legal opinions and developments to assist plan sponsors and administrators navigating the rapidly changing ERISA litigation landscape.

Client Alert | February 22, 2022

BlackRock, Vanguard and State Street Update Corporate Governance and ESG Policies and Priorities for 2022

BlackRock, Vanguard and State Street Global Advisors recently issued their voting policy updates for 2022, as well as guidance about their 2022 priorities for their portfolio companies. These pronouncements from the “Big Three” asset managers reflect a number of common themes, including an emphasis on climate and the transition to a Net Zero economy, diversity at the board level and throughout the workforce, and effective human capital management.

Client Alert | January 25, 2022

Supreme Court Holds That Investor Choice Does Not Categorically Preclude ERISA Claims For Breach Of Fiduciary Duty

On Monday, January 24, 2022, the Supreme Court held 8-0 that offering inexpensive investment options, together with other allegedly high-cost options, in a defined-contribution retirement plan does not itself categorically foreclose a claim for breach of ERISA’s duty of prudence.

Client Alert | January 24, 2022

New York City Enacts Pay Transparency Law Requiring Salary Ranges in Job Postings

Adding to the growing list of jurisdictions that have passed pay transparency laws, effective May 15, 2022, employers in New York City will be required to include salary ranges in job postings. 

Client Alert | January 21, 2022

ISS and Glass Lewis Issue Voting Policy Updates for 2022

Gibson Dunn lawyers review the recently released updates to proxy voting policies for the 2022 proxy season by Institutional Shareholder Services and Glass, Lewis & Co., the two major proxy advisory firms.

Client Alert | December 13, 2021

Fourteen Gibson Dunn Partners Named Top Employment Lawyers

Lawdragon 500 Leading U.S. Corporate Employment Lawyers for 2021, recognized fourteen Gibson Dunn partners featuring “the nation’s top advisors on workforce issues” who “specialize in defending corporations in everything from wage and overtime claims to trade secret disputes, while helping companies maintain global workforces throughout a pandemic.”

Firm News | November 15, 2021

ISS Releases Surveys for 2022 Policy Updates

On July 28, 2021, the proxy advisory firm Institutional Shareholder Services opened its Annual Benchmark Policy Survey, covering a broad range of topics relating to non-financial environmental, social and governance performance metrics, racial equity, special purpose acquisition corporations and more.

Client Alert | August 5, 2021

2020 Year-End ERISA Disputes Update

With the emergence of COVID-19, 2020 was a year of significant and unprecedented change in daily life and the economy. In particular, 2020 was a busy year for Employee Retirement Income Security Act (“ERISA”) lawsuits—across industries—implicating employers’ retirement and healthcare plans.

Client Alert | February 11, 2021

Proxy Advisory Firm Updates and Action Items for 2021 Annual Meetings

The two most influential proxy advisory firms - Institutional Shareholder Services and Glass, Lewis & Co. - recently released their updated proxy voting guidelines for 2021. This Client Alert describes the key changes to the ISS and Glass Lewis policies along with some suggestions for actions public companies should take now in light of these policy changes and other developments.

Client Alert | December 3, 2020

New York State’s New Paid Sick Leave Law Takes Effect on September 30, 2020

Earlier in 2020, New York State enacted a comprehensive new law, N.Y. Labor Law § 196-B, requiring employers to provide sick leave to all employees. The law takes effect on September 30, 2020, and employees will begin accruing leave as of that date, but employees may not use any paid sick leave until January 1, 2021.

Client Alert | September 30, 2020

Krista Hanvey Named Among Texas Lawyer’s 2020 On the Rise Honorees

Texas Lawyer named Dallas partner Krista Hanvey among 30 lawyers featured as the 2020 “On the Rise” honorees in its Texas Legal Awards, which honors “those attorneys and judges who have made a remarkable difference in the legal profession in Texas -- whether in shaping the law, achieving outsized results for their clients, being an outstanding jurist or assisting those in need of legal services.” The list was published on September 17, 2020.

Firm News | September 18, 2020

Law360 Names Five Gibson Dunn Lawyers as 2020 Rising Stars

Five Gibson Dunn lawyers were named among Law360’s Rising Stars for 2020, featuring “attorneys under 40 whose legal accomplishments transcend their age.” The following lawyers were recognized: New York partner Brian Ascher in Media & Entertainment, Dallas partner Krista Hanvey in Benefits, New York partner Saee Muzumdar in Mergers & Acquisitions, New York associate Lindsey Schmidt in International Arbitration, and Washington, D.C. of counsel Molly Senger in Employment.

Firm News | July 6, 2020

Supreme Court Holds That ERISA Defined-Benefit Pension Plan Participants Do Not Have Article III Standing To Sue For Fiduciary Breach

On June 1, 2020, the Supreme Court held 5-4 that participants in defined-benefit pension plans lack Article III standing to sue under ERISA for alleged breach of fiduciary duties because, whether or not they prevail in the action, they will receive the same payments for the rest of their lives. 

Client Alert | June 1, 2020

Gibson Dunn Earns 84 Top-Tier Rankings in Chambers USA 2020

In its 2020 edition, Chambers USA: America’s Leading Lawyers for Business awarded Gibson Dunn 84 first-tier rankings, of which 31 were firm practice group rankings and 53 were individual lawyer rankings.

Firm News | April 24, 2020

Gibson Dunn Deal Receives Honorable Mention in Asian-Mena Counsel Magazine

Asian-mena Counsel recognized Murphy Oil’s $2.127 billion divestment of its entire Malaysian operations to PTT Exploration and Production Company Limited (PTTEP), the publicly listed subsidiary of Thailand’s national oil company, PTT, with an honorable mention in its Deals of the Year for 2019.

Firm News | April 3, 2020

Tax-Favored Financial and Other Assistance to Employees in the Face of COVID-19

Gibson Dunn lawyers discuss the ability for employers to provide tax-free financial assistance to employees who are affected, directly or indirectly, by COVID-19, while preserving the employer’s ability to deduct the payments of financial assistance, as a result of the President's declaration of a national emergency.

Client Alert | March 25, 2020

IRS Updates U.S. Retirement Plan COLAs for 2020

On November 6, 2019, the IRS released its cost-of-living adjustments applicable to tax-qualified retirement plans for 2020. Gibson Dunn lawyers provide an overview of the updates.

Client Alert | November 6, 2019

UK Employment Update – January 2019

Gibson Dunn looks back at key developments in UK employment law during 2018 and discusses significant anticipated developments in 2019.

Client Alert | January 24, 2019

Glass Lewis Issues 2019 Proxy Voting Policy Updates

On October 24, 2018, Glass Lewis released its updated U.S. proxy voting policy guidelines for 2019, including guidelines for shareholder proposals. 

Client Alert | November 1, 2018

Webcast: Spinning Out and Splitting Off – Navigating Complex Challenges in Corporate Separations

In the current strong market environment, spin-off deals have become a regular feature of the M&A landscape as strategic companies look for ways to maximize the value of various assets. In this program, a panel of lawyers from a number of these key practice areas provided insights based on their recent experience structuring and executing spin-off transactions. They walked through the hot topics, common issues and potential work-arounds.

Webcasts | October 30, 2018

IRS Provides Much Needed Guidance on Opportunity Zones through Issuance of Proposed Regulations

On October 19, 2018, the Internal Revenue Service (the "IRS") and the Treasury Department issued proposed regulations (the "Proposed Regulations") providing rules regarding the establishment and operation of "qualified opportunity funds" and their investment in "opportunity zones."

Client Alert | October 22, 2018

Webcast: IPO and Public Company Readiness: Focus on Executive Compensation

As far as compensation is concerned, everything changes once a company goes public. Stock price values increase, sometimes dramatically, from when the company was private.

Webcasts | September 6, 2018

IRS Issues Initial Selective Guidance on New Section 162(m) Provisions, including Transition Rules

On August 21, 2018, the IRS released Notice 2018-68, which provides initial guidance regarding changes made to Section 162(m) of the Internal Revenue Code ("Section 162(m)") by last year's Tax Cuts and Jobs Act (the "Act").

Client Alert | August 30, 2018

Shareholder Proposal Developments During the 2018 Proxy Season

This client alert provides an overview of shareholder proposals submitted to public companies during the 2018 proxy season, including statistics and notable decisions from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on no-action requests.

Client Alert | July 12, 2018

Fifth Circuit Vacates Labor Department’s “Fiduciary Rule” “In Toto” in Chamber of Commerce of U.S.A., et al. v. U.S. Dep’t of Labor

On March 15, 2018, in a 2-1 opinion, the U.S. Court of Appeals for the Fifth Circuit struck down the U.S. Department of Labor's controversial "Fiduciary Rule." The Rule would have expanded who is a "fiduciary" under ERISA and the Internal Revenue Code, imposing significant new obligations and liabilities on broker-dealers and insurance agents who sell annuities to IRAs.

Client Alert | March 18, 2018

Court Reevaluates Stockholder Ratification of Director Compensation for First Time in Decades

New York associates Jefferson Bell and David Coon are the authors of "Court Reevaluates Stockholder Ratification of Director Compensation for First Time in Decades," [PDF] published by Delaware Business Court Insider on February 21, 2018.

Article | February 21, 2018

IRS Issues First “Required Amendments List” for Tax-Qualified Retirement Plans Under New Program

In Revenue Procedure 2016-37 (issued in June 2016), the Internal Revenue Service substantially modified its determination letter program for tax-qualified retirement plans, such as pension plans and 401(k) plans.

Client Alert | January 31, 2018

UK Employment Update – January 2018

In this update we: focus on two areas of UK employment law which are currently having a major impact on employers: the Gender Pay Gap Reporting Regulations which come into force in 2018 and one of the most talked about issues last year: worker status and the gig economy

Client Alert | January 17, 2018

The Tax Bill: Year-End Planning Considerations for Executive Compensation

On December 19th and 20th, 2017, the Senate and the House passed the "Tax Cuts and Jobs Act". President Trump will sign the Act into law, though that may not be until early January due to technical Congressional budgetary rules.

Client Alert | December 21, 2017

Proxy Advisory Firms: Policy Updates and Action Items for 2018 Annual Meetings

The two most influential proxy advisory firms—Institutional Shareholder Services ("ISS") and Glass, Lewis & Co. ("Glass Lewis")—recently released their updated proxy voting guidelines for 2018.

Client Alert | November 28, 2017

Updates to Taxation of Executive Compensation and Employee Benefits Under the Proposed House Tax Legislation

On November 9, 2017, the House Ways and Means Committee approved the Tax Cuts and Jobs Act (the "Act") in order to send the Act to the full U.S. House of Representatives.

Client Alert | November 10, 2017