Corporate > AG Deal Diary
07 Nov '17

On November 2, 2017, the House of Representatives released the first draft of the Tax Cuts and Jobs Act (the Bill), which could result in the most significant overhaul of the U.S. federal tax system since 1986. Subsequently, two substantive amendments were introduced by the Chairman of the House Ways and Means Committee. While the Bill is expected to change substantially and the Senate version remains to be unveiled, the Bill provides certain indications as to how tax reform may affect investment funds and asset managers. Significant aspects can be summarized as follows:

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29 Sep '17

Beginning in 2018, U.S. public companies will generally need to comply with the pay ratio disclosure rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires that each such company disclose the annual total compensation of its CEO, the median of the annual total compensation of all employees of the company other than the CEO and the ratio of these two numbers. In order to provide this information, a company must determine (i) its “median employee” (ii) the annual total compensation of its CEO and (iii) the annual total compensation of its “median employee.” The rule generally provides companies with flexibility in making these determinations. For example, companies may use reasonable estimates in the methodology used to both identify the median employee and calculate the annual total compensation for employees other than the CEO. In addition, companies may evaluate their entire employee population, a statistical sampling of that population or other reasonable methods to identify the median employee. Non-U.S. employees may be excluded from this employee population in situations where non-U.S. employees constitute 5 percent or less of the company’s total employee workforce (the “5 percent exemption”).

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01 Sep '17

This week we highlight a study by the EY Center for Board Matters, “Audit Committee Reporting to Shareholders in 2017.” EY reviewed audit committee-related proxy disclosures by Fortune 100 companies to examine trends in voluntary reporting and finds a continued increase in voluntary audit committee disclosures to shareholders.  

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14 Jul '17

This week we highlight two analyses, one by J.P. Morgan and the other by Ernst & Young, reviewing the 2017 proxy season. The reports address board diversity; gender equality; environmental, social and governance (ESG) issues; and the normalization of shareholder activism as high priorities and key trends for many investors and boards.

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07 Jul '17

On June 30, Congress gaveled out for the July 4 recess after postponing a critical vote to begin debate on an Affordable Care Act (ACA) repeal-and-replace bill. Senate Majority Leader Mitch McConnell (R-KY) and the GOP caucus have worked for the last two months in countless hours of behind-the-scenes meetings on what many believe to be a long-shot effort to unite 50 of the 52 Republican senators.

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05 Jul '17

As stated in our May 25, 2017 Executive Compensation, Employee Benefits and ERISA Alert, the Department of Labor’s (DOL’s) new fiduciary rule (“Fiduciary Rule”) became partially applicable on June 9, 2017. Set forth below are a few questions that a typical private fund manager might have in response to the Fiduciary Rule, and our responses thereto.

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