Client Alerts - What You Need to Know

Pearl Meyer & Partners Client Alerts provide extensive technical guidance on developments in the disclosure, tax, and accounting treatment of compensation. Related information and commentary can be found under Articles and White Papers, Presentations and Speeches and Regulatory Links.

Deductibility of Accelerated Performance-Based Compensation in Jeopardy - IRS Urges Companies Not to Act Until Further Guidance is Issued
February 20, 2008

An apparent narrowing of the IRS's interpretation of Section 162(m) could end up forcing companies to choose between preserving the deductibility of performance-based compensation or continuing to allow for accelerated vesting of payouts in some termination scenarios.

ISS Policy Updates Effective February 1, 2008
January 23, 2008

ISS Governance Services has made significant changes in its U.S. Corporate Governance Policy, including updates to its advisory positions on "Say on Pay" votes; "Poor Pay and Exemplary Pay Practices;" and methodologies for calculating annual equity use. These changes are of major interest to Boards, given ISS's highly influential role in advising companies, and may offer a degree of relief to some companies whose equity use or compensation arrangements formerly would have been judged negatively.

New Form 990 Signals More Intense IRS Scrutiny of Compensation for Tax-Exempt Organizations
January 16, 2008

Paralleling the SEC's drive for increased disclosure of executive compensation programs, the IRS issues expanded reporting requirements for tax-exempt organizations that are likely prompt more scrutiny of programs by stakeholders and closer Board oversight.



SEC Provides New Tool for Proxy Research
January 14, 2008

A free online tool unveiled by the SEC allows for easy downloads and comparisons of detailed compensation data from corporate filings, but could lead to misinterpretation of some disclosed values if methodologies are not fully understood by investors.



SEC's Second Phase of Proxy Review: Summary of Staff Findings and Observations
October 22, 2007

Highlights of the SEC's second phase of review of 2007 executive compensation disclosures, in which the Corporate Finance Staff provides observations and general guidance as to how programs should be reported in the upcoming proxy season.

SEC Begins First Phase of 2007 Proxy Review
August 24, 2007

As part of its first phase of review of executive and director compensation disclosure in 2007 proxies, the SEC Corporate Finance Staff has sent its first wave of comment letters to certain targeted companies. A second phase of review will provide all companies with general guidance as to what the Staff will expect for the upcoming proxy season.

New Changes to Disclosure of Stock-Based Compensation
January 3, 2007

Responding to concerns about how executive equity grants will be calculated under new compensation disclosure rules in 2007, the SEC approved a change to the Summary Compensation Table that generally will require that companies report the accounting cost of grants, rather than their full fair value on the date of grant. The resulting changes to the values disclosed for stock and option awards may have a significant impact on who is disclosed as a Named Executive Officer (NEO).

We have prepared two Client Alerts discussing this important modification.

Highlights of the SEC’s Last-Minute Changes to Stock-Based Compensation Reporting Rule - A concise overview of the new option reporting methodology, its likely impact and how companies can best approach bringing ongoing disclosure preparations into compliance.

SEC Adopts Changes to the New Executive Compensation Disclosure Rules: Changes More Closely Align Proxy Reporting with Accounting Rules - A technical review of all aspects of the revised equity disclosure rules, including related accounting nuances that may significantly impact the amounts reported.

New Consequences - Quantifying Change-in-Control Payments Under New Proxy Disclosure Rules
October 23, 2006

Some not-so-obvious aspects of calculating the value of payments to Named Executive Officers in the event of a Change-in-Control.

SEC Final Proxy Disclosure Rules: What You Need To Do Now
September 22, 2006

The ways in which the SEC’s new proxy disclosure rules require a major overhaul of many longtime compensation policies and practices.

SEC Issues Final Rules on Executive and Director Compensation Disclosure
August 24, 2006

A summary of the most significant considerations raised by the new reporting rules, which dramatically change the form and substance of executive compensation disclosure, including a look back at differences in the SEC's earlier proposal.

Final SEC Rules: What’s Changed?
July 31, 2006

A summary of how the SEC’s final rules for disclosure of executive compensation, adopted July 26, 2006 following extensive public commentary on its initial draft, deviate from the agency’s earlier thinking in a number of key respects.

Update: SEC Rules on Executive and Director Compensation
May 18, 2006

An update on the status of expanded proxy disclosure requirements and the SEC's consideration of commentary letters receive about its proposed rules.

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