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Sinead M. Kelly

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Sinead Kelly is a partner in the Firm's Compensation practice. She advises on US executive compensation and global equity and has practiced in the compensation field for over 15 years. She regularly publishes articles and blogs on compensation-related topics, including in the Corporate Taxation Journal and Law 360, and is a contributing author to Lexis Practice Advisor and a founder of the Firm's Compensation Connection blog. She is also a frequent speaker on executive compensation and global equity topics, in venues including the National Association of Stock Plan Professionals, the Society for Corporate Governance, the Certified Equity Professional Symposium, the Global Equity Organization and the National Center for Employee Ownership. She has been recognized by Chambers USA for Employee Benefits and Executive Compensation where Chambers states that she is "fantastic and always provides comprehensive and timely advice."

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 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…

The Coronavirus Aid, Relief, and Economic Security Act (the Act) was passed by the US House of Representatives by a voice vote today after being passed by the US Senate on Wednesday. The bill now heads to the White House, where President Trump is expected to sign it very soon.…