Joshua Miller
Partner
Subscribe to all posts by Joshua Miller
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
In the final episode of a seven-part series for The Proskauer Benefits Brief, partners Michael Album and Josh Miller talk about employment agreements in the context of a management buyout. They go over the key terms and issues that management should focus on when reviewing and negotiating their go-forward employment arrangements, compensation structure, severance protection and restrictive covenants with … Continue Reading
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller discuss the incentive equity package that management will be offered in the buyout, including the structure of the incentive pool, vesting, and favorable tax treatment of incentive grants. Tune in and listen for the latest insights and perspective on management buyouts in this sixth of … Continue Reading
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller are back to continue their discussion of the rights that management gets when it “rolls” old equity into new equity in the buyout vehicle and then introduce incentive equity awards for management. Be sure to tune in and listen for the latest on management buyouts … Continue Reading
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss how management can use a “template” to have a bidder identify the way compensation issues will be addressed in an MBO. They also discuss the “rollover” by management of their equity in an MBO. Be sure to tune in and listen for … Continue Reading
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss the nuts and bolts of a management buyout, and in particular, how management deals with the selling sponsor and the bidder, and starts to develop their own compensation packages post-closing and consider deal bonuses from the selling sponsor. … Continue Reading
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss the nuts and bolts on a management buyout. As part of their discussion they highlight the different types of transactions (single bidder vs. multi-bidder) and the various tasks that management faces in handling the process and as a … Continue Reading
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller discuss the nuts and bolts on a management buyout, and in particular, the issues and strategies that management needs to know. They examine the structure of a management buyout and discuss in detail the process behind the buy-out and how it … Continue Reading
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
As we have previously reported (see here and here), bills to expand the scope of Section 162(m) and/or to narrow or eliminate the exceptions under Section 162(m) have been proposed in recent years, but have not become law. Recently, a new coalition named “Take On Wall Street” that is comprised of lawmakers (including Senator Elizabeth … Continue Reading
The Dodd-Frank Wall Street Reform and Consumer Protection Act became law on July 21, 2010, introducing a variety of executive compensation-related regulations, including with respect to shareholder say-on-pay voting and independence requirements for members of the compensation committees and their advisers. Almost five years following the enactment of the Dodd Frank Act, the rules enacting … Continue Reading
Earlier this month, the Office of Chief Counsel of the Internal Revenue Service released a Memorandum clarifying the impact of a correction of a Code Section 409A operational failure before the date of vesting of nonqualified deferred compensation but during the year of vesting. In the Chief Counsel Memorandum, the IRS clarified that such a correction, … Continue Reading
Proxy advisory firms Institutional Shareholder Services, or ISS, and Glass Lewis released their 2015 executive compensation proxy voting updates that may be particularly relevant for public companies that intend to submit new or amended equity compensation plans for stockholder approval in the coming proxy season. Overall, the updated guidelines suggest that ISS and Glass Lewis … Continue Reading
On June 10, 2014, the IRS issued Revenue Ruling 2014-18, which holds that nonqualified stock options, as well as stock-settled stock appreciation rights (SARs), do not constitute nonqualified deferred compensation subject to taxation under Code Section 457A as long as they are exempt from the requirements of Code Section 409A. This ruling reaffirms interim guidance … Continue Reading
On February 26, 2014, U.S. Congressman Dave Camp released a comprehensive tax reform proposal that includes several provisions intended to limit or restrict executive compensation. Congressman Camp’s proposal includes the elimination of tax deductions for commission payments and qualified performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”); … Continue Reading
Companies that compensate their employees with annual or long-term awards of restricted property such as restricted stock grants should take note of the final regulations relating to property transferred in connection with the performance of services under Internal Revenue Code Section 83 issued by the Internal Revenue Service on February 25, 2014 (the “Final Regulations”). These … Continue Reading
In early August, U.S. Senators Jack Reed and Richard Blumenthal introduced the “Stop Subsidizing Multimillion Dollar Corporate Bonuses Act” (S. 1476) in the U.S. Senate. The proposed bill would significantly expand the scope of Section 162(m) of the Internal Revenue Code. Section 162(m) currently limits the deductibility of compensation paid in excess of $1 million … Continue Reading
Publicly traded companies are reminded of the approaching deadline for compliance with certain of the SEC-approved final amendments of the NYSE and Nasdaq stock exchange listing rules governing compensation committee independence: By July 1, 2013, compensation committees must have the authority to retain and pay outside consultants, legal counsel and other advisers and the responsibility to … 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
[Podcast]: Nuts and Bolts on a Management Buyout (Part 7 of 7)
By Michael Album and Joshua Miller on Posted in Benefits Brief Podcast
[Podcast]: Nuts and Bolts on a Management Buyout (Part 6 of 7)
By Michael Album and Joshua Miller on Posted in Benefits Brief Podcast
[Podcast]: Nuts and Bolts on a Management Buyout (Part 5 of 7)
By Michael Album and Joshua Miller on Posted in Benefits Brief Podcast
[Podcast]: Nuts and Bolts on a Management Buyout (Part 4 of 7)
By Michael Album and Joshua Miller on Posted in Benefits Brief Podcast
[Podcast]: Nuts and Bolts on a Management Buyout (Part 3 of 7)
By Michael Album and Joshua Miller on Posted in Benefits Brief Podcast
[Podcast]: Nuts and Bolts on a Management Buyout (Part 2 of 7)
By Michael Album and Joshua Miller on Posted in Benefits Brief Podcast
[Podcast]: Nuts and Bolts on a Management Buyout (Part 1 of 7)
By Michael Album and Joshua Miller on Posted in Benefits Brief Podcast
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
Senator Warren Leads Coalition to Expand Scope of Limitations on Executive Compensation Tax Deductions
By Justin Alex and Joshua Miller on Posted in Executive Compensation
SEC Announces Open Meeting on Proposed Clawback Requirements under Dodd-Frank Act
By Andrea Rattner and Joshua Miller on Posted in Executive Compensation
IRS Chief Counsel Memorandum Clarifies that Correction of Section 409A Failures in Year of Vesting Will Not Shield Income Inclusion Under 409A
By Joshua Miller on Posted in IRS
ISS, Glass Lewis Release 2015 Proxy Voting Updates; Espouse Nuanced Review of Equity Compensation Practices
By Andrea Rattner, Gary Tashjian and Joshua Miller on Posted in Executive Compensation
IRS Issues Revenue Ruling on Applicability of Section 457A to Options and Stock Appreciation Rights
By Joshua Miller and William Fogleman on Posted in Executive Compensation
Tax Reform Proposal Takes Aim at Executive Compensation
By Justin Alex and Joshua Miller on Posted in Executive Compensation
IRS Issues Final Regulations under Internal Revenue Code Section 83 Regarding Substantial Risk of Forfeiture Analysis
By Joshua Miller on Posted in Executive Compensation
Proposed Legislation Threatens Executive Compensation Tax Deductions
By Justin Alex and Joshua Miller on Posted in Executive Compensation
NYSE and NASDAQ Compensation Committee Adviser Independence Rules Effective July 1, 2013
By Ali Fawaz and Joshua Miller on Posted in Compensation Committees
