Executive Compensation and Employee Benefits

LEADERS

Overview

The Executive Compensation and Employee Benefits Practice Group provides comprehensive advice on executive and director compensation, equity compensation, retirement plans, health and welfare plans, retention and severance arrangements and more.

Substantive areas that the practice handles include:

  • Executive and board compensation arrangements
  • Stock options, profits interests and other forms of equity compensation
  • Mergers and acquisitions support
  • Change in control and “golden parachute” arrangements
  • Plan assets and fiduciary compliance/private equity
  • Tax-qualified retirement plans
  • Nonqualified deferred compensation plans
  • Incentive compensation arrangements
  • Health and welfare plans
  • Employee Retirement Income Security Act (ERISA) litigation

Gibson, Dunn & Crutcher’s interdisciplinary Executive Compensation and Employee Benefits group offers comprehensive advice and services in all compensation and benefits matters.  The group cuts across traditional lines to encourage the sharing of experience and capabilities among group members.  Our lawyers include experts in ERISA and tax laws relating to employee benefits and executive compensation.  Others are highly skilled in securities laws, corporate governance, and labor and employment laws.  We are also one of the most respected ERISA litigation practices in the United States.

The clients who entrust us with their most sensitive and challenging matters include:

  • Corporations
  • Boards of directors and compensation committees
  • Senior executives
  • Private equity funds, hedge funds and other alternative investment vehicles
  • Pension plans
  • Financial institutions

The Executive Compensation and Employee Benefits group deals extensively with the U.S. Internal Revenue Service, Department of Labor, Securities and Exchange Commission, Pension Benefit Guaranty Corporation (PBGC) and other government agencies, as well as the U.S. Congress on matters relating to employee benefit plans and executive compensation.

We have deep capabilities helping you with underfunded pension plans (including matters involving the PBGC) and retiree medical liabilities.  We regularly deal with the many compensation and benefits issues that arise with mergers and acquisitions, public and private financings, ERISA plan asset investments, bankruptcies and ERISA litigation.

Today’s ever-changing compensation and benefits plans and programs present an array of legal challenges.  Our highest priority is to develop an ongoing and knowledgeable counseling relationship with our client.  Many issues that relate to employee benefits and executive compensation require input and cooperation from different functional groups and individuals in an organization.  We strive to work with all of them to form a knowledge base that lets us provide superior and integrated service.

RECENT PUBLICATIONS

Shareholder Proposal Developments During the 2018 Proxy Season

-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

-March 18, 2018

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

-February 22, 2018

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

-February 1, 2018

UK Employment Update – January 2018

-January 18, 2018

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

-December 21, 2017

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

-November 28, 2017

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

-November 10, 2017

Potential Changes in Taxation of Executive Compensation and Employee Benefits Under the Proposed House Tax Legislation

-November 8, 2017

IRS Updates U.S. Retirement Plan COLAs for 2018

-October 19, 2017

SEC Proposes Amendments to Securities Regulations to Modernize and Simplify Disclosure

-October 13, 2017

SEC Issues Significant Guidance on Pay Ratio Rules

-September 26, 2017

Internal Revenue Service Announces Relief for Southeast Texas Due to Hurricane Harvey

-September 5, 2017

Shareholder Proposal Developments During the 2017 Proxy Season

-June 29, 2017

PCAOB Adopts New Model for Audit Reports

-June 2, 2017

French Legal Briefing – France Continues to Adopt the Highest International Standards to Attract Investors

-February 21, 2017

Webcast: Key Legal Issues in Compensation and Benefits in M&A Transactions

-January 26, 2017

Webcast: Antitrust Agencies Issue Guidance for Human Resource Professionals on Employee Hiring and Compensation

-January 24, 2017

A DOJ Crackdown on Employee Recruiting and Compensation

-December 5, 2016

Proxy Advisory Firm Updates and Action Items for 2017 Annual Meetings

-November 22, 2016

Planning for Your Annual Shareholder Meeting: Selected Considerations for a Virtual-Only Meeting

-November 16, 2016

IRS Updates U.S. Retirement Plan COLAs for 2017

-November 1, 2016

Final NASDAQ Rule on Disclosure of Third-Party Compensation for Directors and Nominees Includes Important Clarifications and Highlights Related Considerations for All Public Companies

-August 4, 2016

“Commonsense Principles of Corporate Governance” Released

-July 21, 2016

IRS Releases Additional Guidance on Changes to Determination Letter Program for Qualified Retirement Plans

-July 5, 2016

IRS Issues Proposed Regulations Addressing Application of Section 409A to Nonqualified Deferred Compensation Plans

-June 24, 2016

Equal Employment Opportunity Commission Issues Final Wellness Plan Regulations

-May 31, 2016

Board Evaluations – Getting the Most from the Evaluation Process

-May 25, 2016

SEC Updates Guidance on Non-GAAP Financial Measures

-May 19, 2016

PCAOB Again Issues Proposal to Change Audit Report

-May 18, 2016

French Legal Briefing – French Government Sends Strong Positive Signals to French and Foreign Businesses

-April 5, 2016

District Court Issues Troubling Decision in Sun Capital Case: Private Equity Funds Formed “Partnership-in-Fact” and Were Engaged in “Trade or Business,” Liable for Withdrawal Liability Obligations of Portfolio Company

-March 31, 2016

SEC Picks Up The Pace On Financial Reporting Fraud Efforts

-October 26, 2015

U.S. Retirement Plan COLAs Unchanged for 2016

-October 21, 2015

Directors’ Duties & Responsibilities in Singapore

-August 13, 2015

SEC Adopts Final CEO Pay Ratio Disclosure Rules

-August 6, 2015

Council of Institutional Investors Announces Its Views on Proxy Access Best Practices

-August 5, 2015

IRS to Curtail Determination Letter Program for Qualified Retirement Plans

-July 21, 2015

Shareholder Proposal Developments During the 2015 Proxy Season

-July 15, 2015

U.S. Internal Revenue Service Announces Elimination of Lump Sum Windows for Retirees Already Receiving Benefits

-July 9, 2015

Stockholder Ratification of Compensation for Non-employee Directors

-May 20, 2015

United States Supreme Court Finds ERISA Fiduciary Claims Not Time-Barred

-May 19, 2015

In Calma v. Templeton, Delaware Court of Chancery Finds Director Compensation Decision Subject to Entire Fairness Review

-May 11, 2015

SEC Proposes Rules Regarding “Pay Versus Performance” Disclosures

-May 1, 2015

Webcast – Pension Tension: The Treatment of Underfunded Pensions In and Out of Bankruptcy

-April 30, 2015

U.S. Internal Revenue Service Releases Final Section 162(m) Regulations; Primary Impact Is on Equity Awards Granted by Newly Public Corporations

-March 31, 2015

Considerations for Public Company Directors in the 2015 Proxy Season and Beyond

-February 6, 2015

Qualified Plan Limitations Updated for 2015

-November 5, 2014

Demand Futility Standards in the Executive Compensation Context

-September 24, 2014

UK Employment – 2014 Mid-Year Review

-July 29, 2014

SEC Staff Releases Guidance Regarding Proxy Advisory Firms

-July 1, 2014

Shareholder Proposal Developments During the 2014 Proxy Season

-June 25, 2014

Drilling Down on the New ISS “QuickScore 2.0” and Recent ISS Guidance; Companies Should Verify ISS Data No Later than February 7, 2014

-February 3, 2014

UK Employment — Key Developments for 2014

-January 30, 2014

Considerations for Public Company Directors in the 2014 Proxy Season and Beyond

-January 16, 2014

2013 Year-End U.S. Retirement and Welfare Plan Update: Action Items for Plan Sponsors

-November 19, 2013

Qualified Plan Limitations Updated for 2014

-November 13, 2013

UK Corporate Governance Developments: 2013 Mid-Year Update

-August 27, 2013

First Circuit Issues Troubling ERISA Decision for Private Equity Funds

-August 2, 2013

UK Employment Update – Summer 2013

-July 31, 2013

Supreme Court’s Defense of Marriage Act Decision Will Have Profound Impact on Employee Benefit Plans

-July 12, 2013

Shareholder Proposal Developments During the 2013 Proxy Season

-July 9, 2013

Say on What? Plaintiffs’ Lawyers Target “Say-On-Pay” Disclosures in Annual Proxy Statements

-February 26, 2013

Institutional Shareholder Services (ISS) and Glass Lewis Proxy Voting Policies and Other Developments for the 2013 Proxy Season

-January 29, 2013

The Spotlight Shines on Rule 10b5-1 Plans: What Public Companies Should Consider Now

-January 22, 2013

U.S. Fiscal Cliff Deal Expands Availability of In-Plan Roth Conversions

-January 16, 2013

New Requirements for Commission-Based Employees Who Provide Services in California

-December 27, 2012

Tax Planning: Accelerating Employee Compensation into 2012

-November 19, 2012

Key Year-End Considerations for Public Companies

-November 2, 2012

Qualified Plan Limitations Updated for 2013

-October 29, 2012

U.S. Agencies Release Guidance on Shared Responsibility Employer Penalties and Waiting Period Limitations under the Affordable Care Act

-October 25, 2012

NYSE and NASDAQ Stock Exchanges Propose Compensation Committee and Compensation Adviser Independence Rules

-October 24, 2012

ISS Releases Draft 2013 Proxy Voting Policies

-October 16, 2012

SEC Staff Issues Guidance on Shareholder Proposals

-October 16, 2012

California Court of Appeal Decision Highlights Importance of Tying Non-Competes to Sale of Business

-September 20, 2012

December 31, 2012 Deadline for Amending Certain Severance and Other Arrangements for Section 409A Compliance

-September 14, 2012

IRS Releases Final Regulations on Deductions for Personal Use of Business Aircraft

-September 12, 2012

Transportation/Student Loan Bill Includes Significant Pension Funding Relief and PBGC Premium Increases

-July 9, 2012

U.S. Securities and Exchange Commission Adopts Dodd-Frank Compensation Committee and Adviser Independence Rules

-July 2, 2012

Lidow v. Superior Court: In Employment Law Context, California Declines to Apply Delaware’s Corporate Internal Affairs Doctrine

-June 26, 2012

UK Government Announces Details of Binding Shareholder Votes on Executive Pay

-June 21, 2012

SEC Staff Guidance on Shareholder Proposals During 2012 Proxy Season

-May 29, 2012

Department of Labor Disclosure Deadlines Approaching for U.S. Retirement Plan Sponsors

-May 7, 2012

Proposals for Binding Shareholder Votes on Executive Pay in the UK

-April 18, 2012

ISS Updates Governance Risk Indicators (GRId) — Public Companies Have Until February 23rd to Correct Revised GRId Data Before Implementation

-February 21, 2012

Vote No to Pay — the UK’s Search for the ‘Magic Bullet’ & … The Perils of the Scatter Gun Approach …

-January 31, 2012

UK Employment Update – January 2012

-January 9, 2012

Considerations for Public Company Directors in the 2012 Proxy Season

-January 3, 2012

ISS Issues White Paper on New Approach in Evaluating Pay for Performance Alignment

-December 27, 2011

ISS Releases Policy Updates for 2012 Proxy Season

-November 23, 2011

Qualified Plan Limitations Updated for 2012

-October 20, 2011

Federal Agencies Propose Comprehensive Volcker Rule Implementation

-October 12, 2011

New Indonesian Law on Currency May Require Review of All Foreign Currency Denominated Contracts

-July 15, 2011

Deadline to Amend U.S. Cafeteria Plan Documents Quickly Approaching

-June 15, 2011

Recent Developments in Trade Secret Law: the Computer Fraud and Abuse Act

-June 10, 2011

SEC Proposes Rules on Compensation Committee Independence and the Role of Compensation Consultants and Other Advisers

-March 31, 2011

SEC Adopts Say-on-Pay Rules

-January 25, 2011

U.S. EEOC Issues Final Regulations Implementing the Genetic Information Nondiscrimination Act

-December 21, 2010

New Law Extends U.S. Income Tax Rates Through 2012

-December 20, 2010

UK and European Remuneration Reform: Year in Review

-December 20, 2010