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Executive Compensation
It's no secret that for some time now, the Securities and Exchange Commission (SEC), institutional investors and shareholder services have all been dissatisfied with the opaqueness of required executive compensation disclosure in Proxy Statements under Item 402 of Regulation S-K. In fact, the SEC may soon consider revising the executive compensation disclosure rules, at least in respect of certain types of compensation disclosure that are viewed by critics of current disclosure compliance as particularly lacking in transparency and detail.
It's also no surprise that Congress enacted Section 409A of the Internal Revenue Code to address the long-standing frustration of the Internal Revenue Service's (IRS) efforts to: 1) contain the proliferation of deferred compensation; 2) regulate how compensation may and may not be deferred; and 3) dictate what was “good” deferred compensation and what was, in the view of the IRS, a “bad” deferral or, put more technically, received, either constructively, under the so-called “economic benefit” doctrine or pursuant to some other theory of “receipt” or “benefit.” The IRS also weighed in recently with Notice 2005-1, providing some limited guidance to taxpayers.
Given these developments and the likelihood of further SEC and IRS action, what does the in-house lawyer need to be doing today to be prepared for the upcoming Proxy Statement season and to ensure that his client's deferred compensation plans and agreements are in compliance with (or exempt, ie, grandfathered, from) IRC ' 409A?
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.