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Tag Archives: Employee Benefits and Executive Compensation

July 2010 Client Bulletins

President Signs Sweeping Financial Reform Bill:  What our Non-Bank Public Companies Need to Know Now

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act.  Included in the reform legislation — aimed primarily at the reform of financial institutions – are provisions that will apply to all publicly traded companies, including provisions relating to “say on pay” shareholder votes, proxy access, executive compensation disclosure and compensation committees.  For more information on these and other provisions of the Act, please see the  Bulletin published by the Corporate Finance and Securities and Employee Benefits Client Service Groups on July 22, 2010.   

Private Fund Investment Advisers Registration Act of 2010:  New Law Changes Regulatory Framework for Alternative Investment Managers

On July 21, 2010, President Obama signed into law the financial reform package known as the Dodd-Frank Wall Street Reform and Consumer Protection Act, which contains the Private Fund Investment Advisers Registration Act of 2010 (the “Private Fund Act”).  The Private Fund Act changes the regulatory framework that governs investment advisers managing private fund investments, including private equity funds, hedge funds and certain real estate funds.  For more information on the Private Fund Act, please see the client Alert published by the Alternative Investments Group on July 29, 2010. 

Department of Labor Clarifies FMLA Definition of “Son or Daughter,” Confirming Benefit Eligibility of Non-Traditional Families

Under the Family and Medical Leave Act, eligible employees may take up to 12 weeks of job-protected leave upon the birth of a son or daughter, the placement of a son or daughter for adoption or foster care, or to care for a son or daughter with a serious health condition.  Pursuant to the statute, the term “son or daughter” not only includes children with whom a parent has a biological or legal relationship, but the children of individuals standing “in the place of a parent.”  For more information on the clarification of the definition of the term “son or daughter”, please see the client Alert published by the Labor & Employment Client Service Group on July 19, 2010.

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , , , , . By Jeannie Osborne - Monday, August 2, 2010

June 2010 Client Bulletins

Regulations Issued on Preexisting Condition Exclusions, Annual and Lifetime Limits, Rescissions and Patient Protections under Health Care Reform

On June 22, 2010, the Departments of Labor, Treasury and Health & Human Services issued regulatory guidance under the Patient Protection and Affordable Care Act regarding prohibitions on preexisting condition exclusions, annual and lifetime limits and rescissions, as well as guidance regarding certain patient protections.  These rules are generally effective for plan years beginning on or after September 23, 2010 (January 1, 2011 for calendar year plans).  For more information on the rules, please see the Bulletin published by the Employee Benefits & Executive Compensation Client Service Group on June 30, 2010.

Grandfathered Plan Regulations Provide Vital Compliance Information for Employer-Sponsored Health Plans

On June 14, 2010, the Departments of Labor, Treasury and Health &  Human Services issued much-anticipated guidance on how a group health plan maintains or loses its status as a grandfathered plan under the Patient Protection and Affordable Care Act.  A grandfathered plan is generally one that was in effect on March 23, 2010.  Because grandfathered plans are exempt from many of the Act’s requirements, maintaining a plan’s grandfathered status has important plan design and cost implications.  Please read the Employee Benefits & Executive Compensation Group’s Bulletin published June 16, 2010, for more information on the interim final regulations.

Supreme Court Expands Time Period for Filing Title VII Disparate Impact Charges

In Lewis v. City of Chicago, the US Supreme Court ruled that the period in which to file an EEOC charge alleging that an employment practice has a disparate impact commences anew whenever that practice is applied, not when that practice was first adopted.  The Lewis decision sharpens the dilemma created by last summer’s Ricci v. DeStefano decision, which held that an employer’s changing an employment practice based on its fear of possible disparate impact claims could be a basis for disparate treatment claims.  For more information on the decision, please see the Labor & Employment Group’s client Alert published June 1, 2010.

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , , . By Jeannie Osborne - Monday, July 12, 2010

May 2010 Client Alerts

Senate Adopts Corporate Finance and Executive Compensation Provisions in Financial Reform Bill

On May 27, the Senate released the text of the financial reform bill that was passed the prior week.  The bill, known as the “Restoring American Financial Stability Act of 2010″ or the “Act,” would result in sweeping reforms to the financial industry.  However, it also contains a number of significant provisions that would affect corporate governance and executive compensation at public companies, as well as Regulation D private placements, whistleblowers and beneficial ownership reporting.  This Corporate Finance and Securities Bulletin outlines some of the more important provisions of the Act.

Click here for a complete copy of the Bulletin.

FTC Extends Deadline for Identity Theft Red Flags Rule to December 31, 2010

The Federal Trade Commission announced that it will further delay enforcement of the “Red Flags” Rule through December 31, 2010, while Congress considers legislation that would affect the scope of entities covered by the Rule. The announcement does not affect other federal agencies’ enforcement of the original November 1, 2008 deadline.  As a result, the extension does not apply to banks and other financial institutions that are covered by the Red Flags which were separately issued by the Federal Reserve, FDIC, Treasury Department, or National Credit Union Administration.  This Antitrust, Franchise & Consumer Client Bulletin discusses the announcement.

Click here to read the complete Bulletin.

Agencies Issue Interim Rules on Dependent Health Care Coverage of Children to Age 26

On May 10, the Internal Revenue Service, the Department of Labor and the Department of Health and Human Services jointly issued interim final regulations addressing the provision of dependent coverage of children to age 26 under the Patient Protection and Affordable Care Act, as amended.  

Click here for a copy of the Employee Benefits & Executive Compensation Client Bulletin regarding the new regulations.

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , , , , . By Jeannie Osborne - Wednesday, June 9, 2010

April 2010 Client Alerts

IRS Releases Guidance on Tax Treatment of Employer-Provided Health Care Coverage for Children under Age 27.

On April 27 the IRS issued Notice 2010-38 discussing the tax treatment of employer-provided medical care coverage for employees’ adult children up to age 27.  For more information please click here for a copy of the Employee Benefits and Executive Compensation Bulletin which discusses the Patient Protection and Affordable Care Act enacted in late March and outlines the guidance provided in the IRS Notice.

Cobra Premium Subsidy Extended

On April 15 President Obama signed into law H.R. 4851, the Continuing Extension Act of 2010 extending the eligibility period for the COBRA subsidy until May 31, 2010.  For more information, please click here for a copy of the Employee Benefits and Executive Compensation Client Bulletin which provides an overview of the extension provisions and highlights what group health plan sponsors need to know.

Antitrust Agencies Propose New Merger Guidelines

On April 20 the Federal Trade Commission released provisions of the Horizontal Merger Guidelines.  Last updated in 1997, the Proposed Guidelines provide the business community with an overview of how antitrust agencies analyze proposed mergers between competitors.    Click here for a copy of the Antitrust, Franchise & Consumer Law Client Bulletin which outlines the signficant changes proposed to the guidelines.

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , , . By Jeannie Osborne - Saturday, May 1, 2010

February 2010 Client Alerts

SEC Publishes Interpretive Release on Climate Change Matters 

Yesterday, the SEC published its interpretative release regarding disclosure requirements applicable to climate change matters. The release provides guidance on certain existing disclosure rules that may require a company to disclose the impact that business or legal developments related to climate change may have on its business. 

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities practice on February 3, 2010. 

SEC Amends E-Proxy Rules to Provide Increased Flexibility

Yesterday the SEC approved amendments to the notice and access proxy, or “e-proxy,” rules.  The amendments will provide increased flexibility for companies regarding the format and content of the notice.

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities practice on February 23, 2010.

Federal Judge Rules that Data Backup Tapes Need not be Retained for eDiscovery, Unless They are the Sole Source of Relevant Evidence

Federal Judge Shira Scheindlin of the Southern District of New York has ruled that it is not necessary for the litigants in a case now pending before her to retain and preserve all data backup tapes for eDiscovery:  “I am not requiring that all backup tapes must be preserved.  Rather, if such tapes are the sole source of relevant information (e.g., the active files of key players are no longer available), then such backup tapes should be segregated and preserved.” 

For more information, please read the client alert published by Bryan Cave LLP’s Records Management team on February 9, 2010. 

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , . By Jeannie Osborne - Monday, March 1, 2010

January 2010 Client Alerts

IRS Announces New Section 409A Document Correction Program

Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) is spectacular in scope and notoriously difficult for even the most well-intentioned employers to satisfy.  Any employer which maintains non-qualified deferred compensation plans for its employees has struggled with Code Section 409A, and may have concerns that some of its plans might not satisfy the attention to minutiae that Code Section 409A demands.  On January 4, the IRS published its long-awaited program for correcting documentation failures under Code Section 409A.

For more information, please read the client alert published by Bryan Cave LLP’s Employee Benefits and Executive Compensation Practice on January 22, 2010.

Major Campaign Finance Development – Citizens United v. FEC Supreme Court Ruling

The Supreme Court yesterday handed down a landmark ruling in the Citizens United v. FEC case which could significantly transform the campaign finance system at the federal level.  In Citizens United, the Supreme Court in a 5-4 ruling struck down the decades-old prohibition on corporate expenditures in connection with federal elections as unconstitutional under the First Amendment.

For more information, please read the client alert published by Bryan Cave LLP’s Election Law and Government Ethics Practice on January 22, 2010. 

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , , , , . By Jeannie Osborne - Friday, February 5, 2010

December 2009 Client Alerts

SEC Approves Rule Changes Regarding Executive Compensation and Corporate Governance

On December 16, 2009, the SEC approved rule changes that would expand proxy statement disclosures relating to executive compensation and corporate governance. Additionally, Chairman Shapiro confirmed that the SEC expects to act on the controversial proxy access proposal (which was discussed in a June 22 Client Bulletin) in early 2010.

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities Client Service Group on December 17, 2009.

Preparing for the 2010 Proxy Season

As public companies turn their attention to the preparation of their annual reports and proxy materials, we want to highlight several developments for the 2010 season.

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities Client Service Group published December 8, 2009.

New (Temporary) 50% Bank Payroll Tax in The United Kingdom

The Government announced yesterday that between December 9, 2009 and April 5, 2010, the award of bonuses to bank employees will render the bank liable to a new “bank payroll tax”.

For more information, please read the client alert published by Bryan Cave LLP’s Tax Advice and Controversy Client Service Group (London) on December 10, 2009. 

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , , , . By Jeannie Osborne - Tuesday, January 12, 2010

October 2009 Client Alerts

FinCEN’s New Bank Secrecy Act Compliance Outreach Initiative Targeted at Depository Institutions With Assets Under $5 Billion

Yesterday FinCEN announced a new outreach initiative targeted at depository institutions with assets under $5 billion. The outreach initiative builds upon knowledge FinCEN previously gained from its meetings with larger financial institutions. As part of its ongoing outreach efforts, FinCEN is now seeking to engage smaller to moderate size depository institutions who are working to implement the four pillars of the Bank Secrecy Act regulatory regime: (1) policies, procedures and internal controls; (2) designation of a compliance officer; (3) ongoing training; and (4) independent testing.

For more information, please read the client alert published by Bryan Cave LLP’s Financial Institutions Client Service Group on October 15, 2009.

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , , , . By Stan Santos - Friday, October 30, 2009

September 2009 Client Alerts

EPA Finalizes Mandatory Reporting Rule for Greenhouse Gas Emissions

Approximately 10,000 facilities must begin monitoring greenhouse gas (“GHG”) emissions pursuant to federal law beginning on January 1, 2010. On September 22, 2009, the U.S. EPA issued its final rule to require mandatory reporting of GHG emissions within nearly all sectors of the economy. This rule was developed in response to a Congressional mandate and provides the first comprehensive national system for reporting emissions of carbon dioxide and other GHG emission sources in the United States. EPA announced its proposed rule on March 10, 2009.

For more information, please read the client alert published by Bryan Cave LLP’s Environmental Client Service Group on September 29, 2009.

FDIC Issues Final Statement of Policy on Investor Qualifications for Failed Bank Acquisitions

On July 2, 2009, the Board of Directors of the Federal Deposit Insurance Corporation issued for public comment a proposed Statement of Policy that sets forth the qualifications for private equity investors in failed bank acquisitions.

For more information, please read the client alert published by Bryan Cave LLP’s Financial Institutions Client Service Group on September 24, 2009.

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , , , . By Stan Santos - Monday, October 5, 2009

August 2009 Client Alerts

The Buying and Selling of Distressed Notes

The volume of purchase and sale of performing and non-performing real estate loans has picked up dramatically over the past year as banks seek to shrink their balance sheets as their capital base falls and other banks and investors seek to take advantage of the sale of assets from failing banks. What are the typical features of such agreements and what are the interests of buyers and sellers in such transactions?

For more information, please read the client alert published by Bryan Cave LLP’s Real Estate Banking, Business and Public Finance Financial Institutions Client Service Group on August 5, 2009.

Group Health Plans: Compliance Items

Several important changes in governing law and regulations during the past year require changes to group health plans in the upcoming enrollment period. Below is a brief description of these major changes which require implementation in 2009 or 2010.

For more information, please read the client alert published by Bryan Cave LLP’s Employee Benefits & Executive Compensation Client Service Group on August 20, 2009.

New York Restaurant Employer Briefing — Wage Payment Requirements

New York restauranteurs operate in one of the most regulated employment environments in the country. In addition to the federal, state and local laws applicable to all employers, such as those prohibiting employment discrimination, governing the payment of wages, workplace safety and leaves of absence, New York-based restaurants also must comply with regulations applicable only to the restaurant industry. This extensive maze of regulation can be exploited by plaintiffs’ lawyers who search for unwitting violations. This has led recently to many lawsuits that are costly to defend, and which seek not only damages for employees, but also fees and costs for the attorneys who bring these suits. The threat of litigation is compounded by the fact that many lawsuits are brought as collective actions on behalf of several employees, which can greatly add to potential damages and to the complexity of the defense.

For more information, please read the client alert published by Bryan Cave LLP’s Labor and Employment Client Service Group on July 31, 2009.

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , , . By Stan Santos - Tuesday, September 1, 2009