Employee Benefits & Executive Compensation Blog

The View from Proskauer on Developments in the World of Employee Benefits, Executive Compensation & ERISA Litigation

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Colleen Hart

Partner
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Colleen Hart is a partner in the Tax Department and a member of the Employee Benefits & Executive Compensation Group.

Colleen advises companies, executives and boards on complex executive compensation matters. She offers a multidisciplinary approach to compensation and benefits issues with a focus on tax planning, securities laws and corporate governance. Matters she handles include the negotiation, structuring and implementation of employment and change-in-control agreements and deferred compensation, equity and incentive compensation plans. She advises on golden parachute and deduction limitation rules, securities reporting, registration and disclosure requirements and California employment laws. In addition, Colleen has extensive experience advising clients on compensation and benefits issues arising in mergers and acquisitions, initial public offerings, bankruptcies and finance transactions.

Colleen is a contributing author of The 409A Handbook (BNA 2016) and lectures frequently on executive compensation matters. As a U.S. Navy veteran, Colleen devotes a substantial amount of time to organizations that provide legal and support services to U.S. veterans.

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Proxy Season Greetings: ISS and Glass Lewis Announce Policy Updates Ahead of the 2023 Proxy Season

By Colleen Hart, Andrea Rattner, Seth Safra, David Teigman, Nicholas LaSpina and Jesse T. Foley on Posted in Compensation Committees, Executive Compensation
Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis (“GL”) each published their annual policy updates for 2023, which updates made certain changes relating to executive compensation.[1]  As a general matter, the changes are incremental to the existing policies and do not significantly change the rubric by which ISS and GL review compensation programs. … Continue Reading

Final SEC Clawback Rules: Key Dates that Issuers Need to Know

By Michael Album, Colleen Hart, Kate Napalkova, Andrea Rattner, Seth Safra, David Teigman and Heather Monte on Posted in Compensation Committees, Executive Compensation
On November 28, 2022, the Securities and Exchange Commission (the “SEC”) published the final clawback rules (the “Final Rules”) under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in the Federal Register. Now that the Final Rules have been published in the Federal Register, issuers should be aware of the following key deadlines[1]: … Continue Reading

Long Time Coming: SEC Adopts Final Dodd-Frank Clawback Rules

By Michael Album, Colleen Hart, Kate Napalkova, Andrea Rattner, Seth Safra, David Teigman and Heather Monte on Posted in Compensation Committees, Executive Compensation
Twelve years after the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and many years after the Securities and Exchange Commission started considering regulations implementing the clawback provisions of Dodd-Frank, the SEC published the Final “Clawback” Rules (the “Final Rules”) on October 26, 2022. The Final Rules task national securities exchanges (“exchanges”) … Continue Reading

Practical Considerations for New Pay vs. Performance Disclosure Requirement

By Michael Album, Rebecca Fishbein, Colleen Hart, Kate Napalkova, Andrea Rattner and Seth Safra on Posted in Disclosure, Executive Compensation
The SEC’s final rule on Pay Versus Performance becomes effective on October 8, 2022, and will require new executive compensation disclosures for the upcoming proxy season (for annual proxy statements that include executive compensation disclosure for fiscal years ending on or after December 16, 2022). The new rule implements a requirement of the 2010 Dodd-Frank … Continue Reading

Stranger in a Strange Land: Surprising Applications of U.S. Golden Parachute Rules in Cross-Border Transactions

By Colleen Hart, Kate Napalkova, David Teigman and Alexis Rosett on Posted in Executive Compensation
Background The “golden parachute” excise tax regime under Internal Revenue Code Sections 280G and 4999 (“Section 280G” and “Section 4999”, respectively) is at the core of both public and private U.S.-based transactions. While often overlooked, it is crucial to remember that the issues raised by Sections 280G and 4999 can – and do – apply … Continue Reading

California Independent Contractor Classification Becomes Even More Thorny, as California Supreme Court Holds Strict ABC Test Applies Retroactively

By Tony Oncidi, Kate Gold, Colleen Hart and Michelle Lappen on Posted in California Laws
On January 14, 2021, the California Supreme Court decided, at the request of the Ninth Circuit, that its decision in Dynamex Operations West, Inc. v. Superior Court, 4 Cal.5th 903 (2018) applies retroactively. See our California Employment Law Update for more on this significant decision. Applying the strict “ABC test” for determining whether a worker … Continue Reading

Executive Compensation Considerations for COVID-19 (Salary/Wage Reductions)

By Andrea Rattner, Colleen Hart, Joshua Miller, Seth Safra, Kate Napalkova and Katrine Magas on Posted in Coronavirus
COVID-19 has had significant impacts on all aspects of business.  While employers are assessing how to handle immediate employee needs related to sick leave, family leave and benefits claims, employers should also consider the impact that changes in their workforce or economic conditions will have on their compensation plans and programs. Click here to read … Continue Reading

Executive Compensation Considerations for COVID-19 (Leave)

By Andrea Rattner, Colleen Hart, Kate Napalkova and Katrine Magas on Posted in Coronavirus
COVID-19 has had significant impacts on all aspects of business.  While employers are assessing how to handle immediate employee needs related to sick leave, family leave and benefits claims, employers should also consider the impact that changes in their workforce or economic conditions will have on their compensation plans and programs. Click here to read … Continue Reading

Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements

By Colleen Hart, Charles Lee, Joshua Miller and Katrine Magas on Posted in Executive Compensation
Pay ratio disclosure rules requiring public companies to disclose the ratio between the annual total compensation of the median employee and the company’s principal executive officer are effective for fiscal years beginning on or after January 1, 2017.  Accordingly, most public companies will need to comply with the rules beginning with the 2018 proxy season. … Continue Reading

Sun Capital Court Finds Co-Investing Funds Part of Controlled Group and Liable for Portfolio Company’s Pension Liabilities

By Colleen Hart, Ira G. Bogner and Justin Alex on Posted in Controlled Groups, PBGC, Withdrawal Liability
As we previously reported, in Sun Capital, the U.S. Court of Appeals for the First Circuit held in 2013 that a private investment fund, pursuant to the so-called “investment plus” test first articulated by the Pension Benefit Guaranty Corporation (the PBGC), was engaged in a “trade or business” under the Employee Retirement Income Security Act … Continue Reading

California Governor Signs New Law Reducing State Tax Penalty for Section 409A Violations

By Colleen Hart and Sean McGrath on Posted in Executive Compensation
California Governor Jerry Brown has signed into law a measure that will reduce the California income tax penalty for violations of Section 409A of the Internal Revenue Code of 1986, as amended, (“Section 409A”) from 20% to 5%. California law previously provided for a state income tax penalty equal to the federal income tax penalty … Continue Reading
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