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Articles by Arthur Kohn
The Gig Is Up? COVID-19 & Remote Work Trend Toward Growth In Gig Labor*
The COVID-19 pandemic is likely a watershed moment for the traditional structure of America's business workforce. Although there is much uncertainty and opaqueness about the future, it seems clear that in the short term "remote" work arrangements - remote from large commercial office complexes and from concentrated city centers - will become more common for a substantial part of the workforce.
The Gig is Up? COVID-19 & Remote Work Trend Toward Growth in Gig Labor
The COVID-19 pandemic is likely a watershed moment for the traditional structure of America’s business workforce. Although there is much uncertainty and opaqueness about the future, it seems clear that in the short term “remote” work arrangements – remote from large commercial office complexes and from concentrated city centers – will become more common for a substantial part of the workforce.
Incentives In The Pandemic
While much of the focus today is on restarting segments of the economy and developing action plans to reopen businesses, history outside of corporate America teaches us important lessons on how incentives can play a role in driving effective outcomes. It shows us that incentives, not just rules, may be the solution businesses need. Consider the British prisoner dilemma over two centuries ago as a powerful lesson in incentives and how these lessons can be applied to the current pandemic.
Recovering Businesses Should Consider Adopting Incentives
By Arthur Kohn, Michael Albano, Caroline Hayday, Ben Conley and Michael Marino Law360 is providing free access to its coronavirus coverage to make sure all members of the legal community have accurate information in this time of uncertainty and change. Use the form below to sign up for any of our daily newsletters. Signing up for any of our section newsletters will opt you in to the daily Coronavirus briefing.
The Executive Pay Dilemma
To print this article, all you need is to be registered or login on Mondaq.com. Executive pay in the midst of the pandemic presents an obvious dilemma. On the one hand, it would be a stretch to blame fairly management teams for most of the adverse financial performance that will stretch across a broad range of industries. On the other, they cannot escape the consequences either.
Incentives in the Pandemic
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While much of the focus today is on restarting segments of the economy and developing action plans to reopen businesses, history outside of corporate America teaches us important lessons on how incentives can play a role in driving effective outcomes. It shows us that incentives, not just rules, may be the solution businesses need. Consider the British prisoner dilemma over two centuries ago as a powerful lesson in incentives and how these lessons can be applied to the current pandemic.
By Arthur Kohn, Michael Albano, Caroline F. Hayday, Ben Conley Verified, Michael Marino, Howard Pianko
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LexBlog
The Executive Pay Dilemma
Posted by Arthur H. Kohn, Caroline F. Hayday and Michael R. Marino, , on Thursday, April 30, 2020 Print E-Mail Tweet Arthur H. Kohn is a partner and Caroline Hayday is counsel at Cleary Gottlieb Steen & Hamilton LLP and Michael R. Marino is Managing Director at FW Cook. This post is based on their Cleary Gottlieb memorandum. Related research from the Program on Corporate Governance includes Paying for Long-Term Performance by Lucian Bebchuk and Jesse Fried (discussed on the Forum here).
The Executive Pay Dilemma
Executive pay in the midst of the pandemic presents an obvious dilemma. On the one hand, it would be a stretch to blame fairly management teams for most of the adverse financial performance that will stretch across a broad range of industries. On the other, they cannot escape the consequences either. Consider that while stock values may bounce back for many companies in the reasonably short term, it is unlikely that business will quickly return to the status quo ante.
Cuomo Executive Order Gives New York Corporations Relief On Physical Annual Meetings
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Cuomo Executive Order Gives New York Corporations Relief on Physical Annual Meetings
Although the main focus of Governor Cuomo’s executive orders over the past few days has been to cease operation of all non-essential businesses in New York state, the March 20th executive order provided temporary relief in a few additional respects, including with respect to shareholder meetings of New York corporations.
Corporate Purpose, Human Capital and Compensation Considerations
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2020”.
Corporate Purpose
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Key Considerations For Companies In Deciding Whether To Institute Anti-Fraternization Policies
In recent years, numerous senior executives have resigned or been terminated for engaging in undisclosed consensual relationships with subordinates.1 Such relationships are gaining particular attention in the wake of the heightened scrutiny around workplace behavior, because they raise concerns relating to, among other things, potential power imbalances and conflicts of interest in the workplace.
Who Are Your Section 162(m) "Covered Employees" After Mergers, Acquisitions and Other Transactions?
Section 162(m) of the Internal Revenue Code limits the deductibility of compensation paid by public companies to certain of their executives in any year to $1 million. The 2017 Tax Cuts and Job Act amended Section 162(m) to expand the number of executives at a public company whose compensation may be non-deductible by reason of its provisions, including as a result of mergers, acquisitions and other corporate transactions.
Key Considerations for Companies in Deciding Whether to Institute Anti-Fraternization Policies
In recent years, numerous senior executives have resigned or been terminated for engaging in undisclosed consensual relationships with subordinates. Such relationships are gaining particular attention in the wake of the heightened scrutiny around workplace behavior, because they raise concerns relating to, among other things, potential power imbalances and conflicts of interest in the workplace.
Sun Capital Update: Court of Appeals Reverses District Court’s Finding of Constructive Partnership Between Private Equity Funds
On November 22, 2019, the First Circuit Court of Appeals held in Sun Capital Partners III, LP, et al. v. New England Teamsters & Trucking Industry Pension Fund, that two private equity funds, Sun Capital Partners III, LP (“Fund III”) and Sun Capital Partners IV, LP (“Fund IV”, and together with Fund III, the “Funds”) were not liable for approximately $4.5 million in multiemployer pension plan withdrawal liability of their bankrupt portfolio company.
ISS Updates its 2020 Proxy Voting Policies
A week after Glass Lewis issued its 2020 proxy voting guidelines,[1] Institutional Shareholder Services (ISS) released its final updates to its 2020 proxy voting policies. The updated policies will be applied to shareholder meetings beginning on February 1, 2020, and the changes to U.S. polices are summarized below.
Update On Director Independence
Vice Chancellor Slights, of the Delaware Court of Chancery, included a slightly self-effacing, and only slightly humorous, note in his recent opinion in a fiduciary claim against the directors of Tesla, Inc., to the effect that the defendants have reason to believe that they drew the wrong judge in the case. The case relates to the 2018 incentive compensation award to Tesla's CEO, Elon Musk, that caps out at about $55 billion (that "b" is not a typo).
Update on Director Independence
Vice Chancellor Slights, of the Delaware Court of Chancery, included a slightly self-effacing, and only slightly humorous, note in his recent opinion in a fiduciary claim against the directors of Tesla, Inc., to the effect that the defendants have reason to believe that they drew the wrong judge in the case. The case relates to the 2018 incentive compensation award to Tesla’s CEO, Elon Musk, that caps out at about $55 billion (that “b” is not a typo).
Corporate Purpose Debate Hinges On Enhanced Board Role
Law360 (August 23, 2019, 6:05 PM EDT) -- The Business Roundtable's Aug. 19 "Statement on the Purpose of a Corporation" is significant, mostly because it opens the door for more discussion of the idea of corporate purpose. While there are many ways that conversation could go, there are good reasons to believe the discussion will lead to a shift in corporate governance toward more authority and responsibility for corporate boards.
IRS Guidance on Section 162(m)
On August 21, 2018, the Internal Revenue Service (“IRS”) issued Notice 2018-68 (the “Notice”), which provides initial guidance on the application of Section 162(m) of the Internal Revenue Code, as amended by the 2017 Tax Cuts and Jobs Act (“TCJA”). The guidance is limited to the definition of the term “covered employees” and the application of the transition rule accompanying the TCJA amendments.
Sexual Harassment in Today’s Workplace
In recent months, sexual harassment allegations against well-known figures across a growing number of industries have become a common feature in news headlines. In the wake of these allegations, many companies have concluded that their current policies and procedures related to sexual harassment and discrimination are inadequate.
The Rise of the Superstar CEO: Are They The New American Idols?
Throughout my past few blogs, I detailed how certain events combined and interacted with one another to give rise to “cultural” issues within the banking sector that led to the downfall of the finance industry.
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