On 3 March 2023, the Criminal Division of the United States Department of Justice published details of a three-year Pilot Program Regarding Compensation Incentives and Clawbacks. The Compensation Pilot Program is effective 15 March 2023 and from that date it will be applicable to all corporate criminal matters handled by the DOJ Criminal Division. At the same time, DOJ also updated its Evaluation of Corporate Compliance Programs guidance document to reflect the criteria introduced by the Compensation Pilot Program, among other updates.

On 26 October 2022, the SEC adopted final incentive compensation clawback rules requiring US-listed issuers to: (i) develop and implement a policy for the recovery of incentive-based compensation that is erroneously “received” by current and former executive officers during the three completed fiscal years immediately preceding the date that the issuer is required to prepare an accounting restatement, and (ii) file that policy as an annual report exhibit and satisfy related disclosure obligations in accordance with SEC rules.

On 25 August 2022, the Securities and Exchange Commission released a final rule in the form of new Item 402(v) of Regulation S-K that seeks to shine an ever-brighter spotlight on the link between executive pay and company performance at certain US public companies.

In this latest update of the Global Equity Matrix, we summarize the key issues for share-based awards and cash awards and cover tax and securities, exchange control, labor law and data privacy considerations for such awards in 50 countries.

Our matrix summarizes the key issues for employee share and cash awards and covers tax, securities, exchange control, labor law and data privacy considerations for such awards in 50 countries.

On 24 November 2020, the SEC proposed amendments to the Form S-8 registration statement relied on by Exchange Act1 reporting companies and the Rule 701 exemption from registration2 available to non-reporting companies for equity awards and other compensatory securities offered to employees, directors, consultants and advisors. The proposed changes are intended to modernize and simplify the securities offering requirements for such compensatory offerings, while maintaining investor protection.

In a companion release issued on the same date, the SEC issued proposed temporary rules that would expand the availability of Rule 701 and Form S-8 for securities offerings to so-called “gig” workers, in recognition of a changing modern workforce.

The SEC is seeking comments on both sets of proposed rules, on or before February 9, 2021.

In brief On September 24, 2020, the Franchise Tax Board of California (the FTB) released a proposed regulation — new section 17951-8 of Title 18 of the California Code of Regulations — which treats the compensation of a California nonresident, non-employee director of a corporation as California-source income subject to California personal income…

One of the most important issues that arises in any M&A transaction from a compensation perspective is the treatment of stock options, restricted stock, restricted stock units (RSUs) or other compensatory equity awards, whether vested or unvested, held by executives and other employees in the transaction. Below is a high-level…

Read publication Highlights Tom Asmar Joins Baker McKenzie We are excited to announce that Thomas (Tom) Asmar has joined our Compensation Group, based in our Palo Alto office. He joins the Firm from Skadden, Arps, Slate, Meagher & Flom LLP bringing nearly 20 years of experience advising companies and private…

Baker McKenzie’s Compensation Practice Group is pleased to provide you with the latest update of our Global Equity Matrix.