February 2017 L-BLAST: An Interview with our CEO | 2017 Midstream Industry Compensation Survey

Dear All, This winter seems to have flown by quickly and soon spring will be here; although here in Houston it has felt like spring for the last few months! We at L&A have been busy helping our public clients with CD&As and proxies. Compensation decisions don’t end with the numbers and approvals – the… Read more »


Rewarding Executives for Successful Bank M&A

“Mergers and acquisitions (M&A) can create significant value for shareholders. Accordingly, bank executives should be rewarded when completing and integrating successful transactions. However, in today’s environment of heightened executive pay scrutiny, some approaches to providing additional compensation for M&A can result in criticism from shareholders and advisory firms such as Institutional Shareholder Services and Glass… Read more »


10 Key Findings That Impact Board Performance

“Overseeing a company is no small task. Disruptive technologies are changing corporate business models, geopolitical turmoil is impacting supply chains and investment opportunities, and increased regulatory complexity is affecting innovation. Institutional investors and shareholder activists are also playing a more powerful role shaping corporate governance. But no one more than board directors have to keep… Read more »


Trump to Order Dodd-Frank Review, Halt Obama Fiduciary Rule

“Donald Trump will order a sweeping review of the Dodd-Frank Act rules enacted in response to the 2008 financial crisis, a White House official said, signing an executive action Friday designed to significantly scale back the regulatory system put in place in 2010. Trump also will halt another of former President Barack Obama’s regulations, hated… Read more »


EXECUTIVE COMPENSATION: IRS UPDATES GOLDEN PARACHUTE PAYMENT AUDIT TIPS

“Companies and individuals tapped to undergo Internal Revenue Service examinations of golden parachute payments should review the updated Golden Parachute Payments Audit Technique Guide (2017 ATG) issued by the IRS on Jan. 20. Golden parachutes are arrangements that provide executives or key employees with significant financial compensation in the event of a change in ownership… Read more »


Reconsideration of Pay Ratio Rule Implementation

“The Commission adopted the pay ratio disclosure rule in August 2015 to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rule requires a public company to disclose the ratio of the median of the annual total compensation of all employees to the annual total compensation of the chief executive… Read more »


Say on Pay & the Need for Better Shareholder Engagement

“2017 marks a milestone year in terms of Say on Pay in the United States, as the first six-year ‘say on frequency’ vote goes to shareholders. This means that on top of a Say on Pay vote, U.S. companies will also be holding a Say on Frequency vote, providing shareholders with a chance to determine… Read more »


Board of Directors Pay: Rewarding for Expertise

“Board of Directors pay continues its upward trend according to a study published by Total Compensation Solutions (TCS). The Board compensation report shows increases of approximately 7 to 8 percent from last year for annual retainers for the Chairman, and Regular Board Members and an increase of 14.4% for Lead Director annual retainers.” Read the… Read more »


L&A ORIGINAL ARTICLE: Deal Lawyer SEC Chair Could Mean Changes For Executive Compensation

By Brent Longnecker, Alissa Martin & Liz Mayo “Many of President Trump’s appointments have been polarizing, and the nomination for SEC Chair has been no exception. Walter “Jay” Clayton, Partner at Sullivan & Cromwell, has replaced current chair Mary Jo White when she stepped down on January 20th. Clayton, a well-known deal lawyer in mergers,… Read more »


Our First L-Blast Newsletter of the New Year!

Our L-Blast is our monthly newsletter discussing hot topics in executive compensation and corporate governance. After an introduction from our CEO, Brent Longnecker, the topics for this month’s LBlast are: Deal Lawyer SEC Chair Could Mean Changes for Executive Compensation | ‘Tis the Season for W-2 Scams | New Congress Begins with Total Rewards Issues… Read more »