To assist our clients with the shifting landscape of compensation and benefit arrangements, our Executive Compensation Group has prepared on ongoing series of Memos, Podcasts and Webinars. Topics include guidance on how Institutional Shareholder Services will apply policies to compensation-related issues and key takeaways under the CARES Act.
Partner Contacts: Nicolas Bourtin, Catherine M. Clarkin, Jared M. Fishman, Julia M. Jordan, Marc Treviño and Benjamin H. Weiner
RECENT CLIENT GUIDANCE
ISS Releases FAQ on U.S. Compensation Policies and the COVID-19 Pandemic
October 21, 2020 – On October 15, 2020, Institutional Shareholder Services (ISS) released general, preliminary guidance as to how ISS U.S. Benchmark Research may approach pay decisions related to the COVID-19 pandemic in the context of ISS’ pay-for-performance qualitative evaluation. Consistent with existing ISS policy, an elevated concern in ISS’ quantitative screen will result in this more in-depth qualitative review. The guidance was shaped by feedback from discussions with investors at roundtables and ISS’ annual policy survey. ISS indicated that this FAQ provides preliminary guidance ahead of ISS’ regular annual FAQ update in December.
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The Paycheck Protection Program Flexibility Act of 2020
June 6, 2020 – On Friday, June 5, 2020, President Trump signed into law the Paycheck Protection Program Flexibility Act of 2020. The Act makes a number of significant changes to the Paycheck Protection Program established by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).
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Paycheck Protection Program: Stimulus Legislation To Replenish the Paycheck Protection Program by Providing an Additional $310 Billion
April 23, 2020 – On April 23, 2020, the U.S. House of Representatives passed the “Paycheck Protection Program and Health Care Enhancement Act” (the “Act”). The Act amends the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) to increase by $310 billion the amount authorized for the Small Business Administration (the “SBA”) to commit for loans under the Paycheck Protection Program (the “PPP”). This increase brings the total authorized level to $659 billion. The initial $349 billion in funding authorized by the CARES Act was depleted within two weeks of the program’s launch, and many small businesses were reportedly unable to obtain funds. The Act was adopted on Tuesday in the U.S. Senate by a voice vote and in the U.S. House of Representatives on Thursday by vote of 388 to 5.
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ISS Announces Policy Guidance on the Impact of the COVID-19 Pandemic: ISS Releases Guidance on Policies Regarding Virtual-Only Meetings, Compensation-Related Issues, Defensive Measures and Director Attendance Amid the COVID-19 Pandemic
April 9, 2020 – On April 9, 2020, Institutional Shareholder Services released guidance on how it intends to apply its Benchmark and Specialty Proxy Voting Policies in light of the COVID-19 pandemic. The guidance addresses how ISS will apply its policies on “virtual-only” meetings, compensation-related issues (particularly changes in metrics and related goals or targets as well as option repricing), poison pills and other defensive measures, and director attendance. In addition, the guidance discusses how ISS plans to apply the policies to meeting postponements, changes to boards of directors or senior management, dividends, share repurchases and capital raisings. ISS notes that, as additional issues arise because of COVID-19, it will continue to update this guidance or provide new information throughout the 2020 proxy season.
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Corporate Governance Considerations During the COVID-19 Pandemic: Practical Considerations to Address the Unique Challenges and Circumstances Created by COVID-19
April 2, 2020 – In light of the COVID-19 pandemic, many companies are confronting unprecedented challenges, including those associated with an increased reliance on technology, implementing social distancing practices with directors, officers, employees, customers and vendors, and managing a comprehensive and informed response to an evolving crisis. In this memorandum we identify practical corporate governance considerations that companies might wish to consider in the midst of the pandemic. Of course, each company needs to assess its own facts and circumstances to develop an appropriate response.
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S&C Critical Insights – Key Employer Takeaways Under New CARES Act
March 31, 2020 – In this episode of S&C’s Critical Insights podcast series, Julie Jordan, co-head of S&C’s Labor & Employment group, and Jeannette Bander, partner in the Firm’s Executive Compensation group, discuss key employer takeaways for the Coronavirus Aid, Relief and Economic Security (CARES) Act. The CARES Act provides for a significant expansion of unemployment benefits and an unprecedented forgivable loan program for small businesses that avoid certain employee reductions. The act also makes financial assistance available to other businesses that follow specific labor and employment restrictions. Julie and Jeannette discuss certain key aspects of the act, which merit careful consideration for employers going forward.
Week of March 23, 2020March 29, 2020 – Coronavirus Aid, Relief, and Economic Security Act: Sweeping Stimulus Legislation Authorizes $500 Billion to Support Distressed Sectors of the Economy, Temporary Suspension or Modification of Certain Banking Provisions and Nearly $350 Billion to Support Small Businesses Through a Temporary Paycheck Protection Program in Response to the Coronavirus Outbreak (Memo)
March 29, 2020 – CARES Act Limits Share Repurchases: Coronavirus Aid, Relief, and Economic Security Act Contains Limitation on Share Repurchases for Companies Receiving Assistance (Memo)
March 21, 2020 – Update: New York Governor Issues Executive Order Expressly Permitting Virtual-Only Meetings Until April 19, 2020 for New York Corporations (Memo)
Week of March 16, 2020
March 19, 2020 – ISS Publishes New Climate Proxy Voting Guidelines: Thematic Specialty Voting Policy Intended to Respond to Growing Investor Focus on Climate Risk and Includes Potential Recommendations Against Directors for Failure to Adequately Address Climate-Related Risks and, Under Extraordinary Circumstances, for Other ESG Failures (Including Director Actions on Other Boards) (Memo)
March 18, 2020 – Recent Developments Regarding Virtual Shareholder Meetings: Legal Considerations in Light of COVID-19 and New SEC Guidance (Memo)