Alerts & Publications

One month after federal regulatory banking authorities released their Guidance on Incentive Compensation (the “Guidance”), President Obama signed into law The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Act”).

Included among the provisions of this massive legislation are several provisions that will impact the executive compensation and corporate governance and securities law disclosure requirements of all public companies. In addition to incorporating the Guidance, public companies have additional regulations to digest and implement.

Some of the provisions of the Act are effective immediately; others will require rulemaking by the SEC and/or federal banking regulatory authorities. Many of the new requirements will impact the 2011 annual reporting season. Summarized below are the executive compensation, corporate governance and securities disclosure provisions of the Act.

Offering employee benefits in addition to wages is one way to help attract and retain quality employees. However, providing benefits entails a host of dizzying rules with clever acronyms such as “ERISA,” “COBRA,” and “HIPAA.” The headaches multiply for small business owners, who are busy running the business and possibly lack HR departments to handle benefits. However, regardless of the difficulty, failure to administer benefits properly can result in severe fines and penalties. This article offers a brief overview of the applicable rules and describes the problems that can arise when employers do not comply with them.

The Federal Reserve System, the Office of the Comptroller of the Currency, the Office of Thrift Supervision and the Federal Deposit Insurance Corporation (the “Agencies”) recently issued its “Final Guidance on Sound Incentive Compensation Policies” (the “Guidance”). Intended to assist banking organizations in designing and implementing incentive compensation arrangements and related policies and procedures that effectively consider potential risks and risk outcomes, the Guidance will form the basis for supervisory examinations of a banking organization’s incentive compensation practices and will influence CAMELs ratings.

Earlier this year, on April 7 and 8, the Raleigh Marriott City Center and Raleigh Convention Center were hosts to the second annual Triangle Game Conference ("TGC"). The TGC is sponsored by the Triangle Game Initiative, which is a trade association for the Raleigh-Durham interactive entertainment and advanced learning industries.

Prominent scientists believe the world concentration of carbon dioxide already exceeds a "safe" level. Thus, there will likely be a need to not only reduce the pace of net emissions but also to develop technologies for effectively removing carbon from the atmosphere. One promising technology is the use of biochar to sequester carbon in soil. This article considers legal changes needed to fully accomodate credits for biochar and otherwise encourage net-negative projects.

Answers to common DJ legal questions with attorney Coe Ramsey. Topics covered include incorporating your company, building contracts that stand up in court, and essential documents for your business.

In an increasingly digital and cost-conscious business environment, many companies may desire to provide their standard terms and conditions of sale or purchase to vendors and customers electronically by posting those terms on the Internet, rather than providing a separate paper copy or printing terms and conditions on the reverse side of invoices, sales receipts, or purchase orders. This practice may also enable businesses to achieve better consistency of terms across contracts and provide their constituents with easier access to key terms. This article summarizes a growing body of case law addressing whether parties can be bound by terms that were not printed in or attached to the parties’ written agreement but simply made available via one party’s Web site.

The Supreme Court’s groundbreaking decision in Citizens United v. FEC opens the door for corporations and labor unions to make unlimited independent expenditures to advocate for the election or defeat of a federal candidate. The decision was a watershed moment in both First Amendment and campaign finance law.

To assist clients prepare their annual reports and proxy materials for the 2010 annual reporting season, we are highlighting some of the most significant developments during the last year. These development include proxy disclosure enhancements for public companies; additional requirements for TARP recipients; non-binding say-on-pay proposals; further extension of attestation report exemption for non-accelerated filers; elimination of broker discretionary voting authority; changes to NASDAQ corporate governance rules; Form 10-K considerations; and heightened regulatory oversight and enforcement.

On December 19, 2009, Congress enacted and President Obama signed into law certain extensions and changes to the COBRA subsidy, which was created earlier in February 2009 by the Stimulus Bill. The new COBRA modifications make important changes to the COBRA rules that are effective immediately.