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Articles by Michael Album
“Boomerang” Indemnification/Advancement-Gilbert v. Unisys | JD Supra
Under Delaware law, executives (and former executives) may be entitled to indemnification and advancement from their employer for claims arising in connection with their employment. These rights to indemnification/advancement are generally contractual; they typically arise under the company’s governing documents (e.g., charter, by-laws, or partnership or LLC agreements) or indemnification agreements.
Telecom Alert: FY 2024 Regulatory Fees; Section 706 NOI; Illegal Calls and Texts Proposal; CBRS NPRM; 17 GHz Proposal [Volume XXI, Issue 37]
The FCC adopted its fiscal year 2024 regulatory fee schedule to assess and collect $390,192,000 in congressionally required regulatory fees. The Report and Order reminds regulatory fee payors that if they are filing requests for waiver, reduction, deferral, and/or installment payment of regulatory fees they must provide all financial documentation to support the request at the time of filing.
Weekly Bankruptcy Alert September 9, 2024 (For the week ending September 8, 2024)
Skip to main content September 09, 2024 Volume XIV, Number 253 Legal Analysis. Expertly Written. Quickly Found.
“Boomerang” Indemnification/Advancement-Gilbert v. Unisys
Under Delaware law, executives (and former executives) may be entitled to indemnification and advancement from their employer for claims arising in connection with their employment. These rights to indemnification/advancement are generally contractual; they typically arise under the company’s governing documents (e.g., charter, by-laws, or partnership or LLC agreements) or indemnification agreements.
Tax Court Decision Interprets Profits Interest
The Tax Court's May 3, 2023, decision in ES NPA Holding, LLC v. Commissioner (T.C. Memo 2023-55), upholding a taxpayer's position to characterize a partnership interest as a profits interest under the "safe harbor" of IRS Revenue Procedure 93-27 (as clarified by IRS Revenue Procedure 2001-43), provides helpful guidance to issuers of profits interests, including private equity funds and other investment partnerships and their portfolio companies.
Tax Court Decision Interprets Profits Interest “Safe Harbor” under IRS Rev. Proc. 93-27
Michael J. Album is a partner in the Employee Benefits & Executive Compensation Group, and represents companies and compensation committees, private equity firms and hedge funds, and CEOs, senior executives (in numerous business sectors) and portfolio managers on a full range of executive compensation matters.
Tax Court Decision Interprets Profits Interest “Safe Harbor” under IRS Rev. Proc. 93-27
The Tax Court’s May 3, 2023, decision in ES NPA Holding, LLC v. Commissioner (T.C. Memo 2023‑55), upholding a taxpayer’s position to characterize a partnership interest as a profits interest under the “safe harbor” of IRS Revenue Procedure 93-27 (as clarified by IRS Revenue Procedure 2001-43), provides helpful guidance to issuers of profits interests, including private equity funds and other investment partnerships and their portfolio companies.
Final SEC Clawback Rules: Key Dates that Issuers Need to Know | JD Supra
[Co-Author: Heather Monte] On November 28, 2022, the Securities and Exchange Commission (the “SEC”) published the final clawback rules (the “Final Rules”) under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in the Federal Register.
Final SEC Clawback Rules: Key Dates That Issuers Need To Know
On November 28, 2022, the Securities and Exchange Commission (the "SEC") published the final clawback rules (the "Final Rules") under the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") in the Federal Register. Now that the Final Rules have been published in the Federal Register, issuers should be aware of the following key deadlines1: January 27, 2023: The Final Rules become formally effective (60 days after the Final Rules were published in the Federal Register).
Final SEC Clawback Rules: Key Dates that Issuers Need to Know
On November 28, 2022, the Securities and Exchange Commission (the “SEC”) published the final clawback rules (the “Final Rules”) under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in the Federal Register. Now that the Final Rules have been published in the Federal Register, issuers should be aware of the following key deadlines[1]: January 27, 2023: The Final Rules become formally effective (60 days after the Final Rules were published in the Federal Register).
DOJ, SEC Focus Should Prompt Clawback Policies Review | JD Supra
The fall of 2022 has been a very active period when it comes to executive compensation and regulators focusing on clawing back compensation paid to executive officers. The U.S. Securities and Exchange Commission's recent final rule on clawbacks received considerable attention in October, when it finalized regulations implementing a mandate in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
Final SEC Clawback Rules: Key Dates that Issuers Need to Know
On November 28, 2022, the Securities and Exchange Commission (the "SEC") published the final clawback rules (the "Final Rules") under the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") in the Federal Register. Now that the Final Rules have been published in the Federal Register, issuers should be aware of the following key deadlines[1]: [...]
Long Time Coming: SEC Adopts Final Dodd-Frank Clawback Rules | JD Supra
Twelve years after the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and many years after the Securities and Exchange Commission started considering regulations implementing the clawback provisions of Dodd-Frank, the SEC published the Final “Clawback” Rules (the “Final Rules”) on October 26, 2022.
Long Time Coming: SEC Adopts Final Dodd-Frank Clawback Rules
Wednesday, November 2, 2022 Twelve years after the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and many years after the Securities and Exchange Commission started considering regulations implementing the clawback provisions of Dodd-Frank, the SEC published the Final “Clawback” Rules (the “Final Rules”) on October 26, 2022.
Long Time Coming: SEC Adopts Final Dodd-Frank Clawback Rules
Twelve years after the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and many years after the Securities and Exchange Commission started considering regulations implementing the clawback provisions of Dodd-Frank, the SEC published the Final “Clawback” Rules (the “Final Rules”) on October 26, 2022.
“Clawback Comeback”: DOJ’s New Focus on Clawbacks to Prevent Corporate Crime | JD Supra
In September 2022, Deputy Attorney General Lisa Monaco delivered remarks unveiling the Department of Justice’s revised corporate crime guidance to “prioritize and prosecute corporate crime.” She reiterated that the number one priority for the DOJ is “individual accountability.” To that end, Monaco emphasized that the DOJ will “reward” companies that claw back compensation from executives “when misconduct occurs.” This new focus on “clawbacks” is intended to give general counsels and chief...
“Clawback Comeback”: DOJ’s New Focus on Clawbacks to Prevent Corporate Crime
Wednesday, October 19, 2022 In September 2022, Deputy Attorney General Lisa Monaco delivered remarks unveiling the Department of Justice’s revised corporate crime guidance to “prioritize and prosecute corporate crime.” She reiterated that the number one priority for the DOJ is “individual accountability.” To that end, Monaco emphasized that the DOJ will “reward” companies that claw back compensation from executives “when misconduct occurs.” This new focus on “clawbacks” is intended to give...
“Clawback Comeback”: DOJ’s New Focus on Clawbacks to Prevent Corporate Crime
In September 2022, Deputy Attorney General Lisa Monaco delivered remarks unveiling the Department of Justice’s revised corporate crime guidance to “prioritize and prosecute corporate crime.” She reiterated that the number one priority for the DOJ is “individual accountability.” To that end, Monaco emphasized that the DOJ will “reward” companies that claw back compensation from executives “when misconduct occurs.” This new focus on “clawbacks” is intended to give general counsels and chief...
Practical Considerations for New Pay vs. Performance Disclosure Requirement | JD Supra
The SEC’s final rule on Pay Versus Performance becomes effective on October 8, 2022, and will require new executive compensation disclosures for the upcoming proxy season (for annual proxy statements that include executive compensation disclosure for fiscal years ending on or after December 16, 2022).
Practical Considerations for New Pay vs. Performance Disclosure Requirement
Thursday, September 22, 2022 The SEC’s final rule on Pay Versus Performance becomes effective on October 8, 2022, and will require new executive compensation disclosures for the upcoming proxy season (for annual proxy statements that include executive compensation disclosure for fiscal years ending on or after December 16, 2022).
Practical Considerations for New Pay vs. Performance Disclosure Requirement
The SEC’s final rule on Pay Versus Performance becomes effective on October 8, 2022, and will require new executive compensation disclosures for the upcoming proxy season (for annual proxy statements that include executive compensation disclosure for fiscal years ending on or after December 16, 2022).
CEO Self-Evaluation: To Thine Own Self (Assessment) Be True - Employee Benefits & Compensation - United States
"Report cards" may bring to mind evaluating middle school students, not CEOs of multi-billion dollar companies. But over the last decade, some companies have adopted a CEO "self-assessment" for evaluating the performance of CEOs. This approach can take a myriad of forms, ranging from an informal discussion with the CEO to having the CEO prepare a formal report addressing performance issues.
How a Good Profile Picture Can Maximize Your LinkedIn
A strong professional profile photo is one of THE most important parts of your LinkedIn profile. Your profile picture appears in all of your LinkedIn searches and on Google, and it enables you to connect with others on a more personal level. In fact, LinkedIn says that members who include a profile photo receive 21x more profile views and up to 36x more messages. A study of 800 profile pictures found that people view you as more likable, competent and influential if you smile in your profile photo.
Five Trends Reshaping CRM and Data Quality Management Today
The past two years have brought dramatic change to every aspect of our lives, and CRM and data quality management are two areas that have seen major shifts as well. Here Chris Fritsch explores some key trends that are reshaping CRM and data quality management for law firms – and some ideas for addressing them. 1 – Out with the old (CRM), in with the new In working together with hundreds of firms in the last 15+ years, I have never seen so many considering changing CRM systems.
The Importance of Quality Over Quantity When Posting on LinkedIn
You don’t need to post on LinkedIn every day to be successful on LinkedIn. Wait, did Stefanie Marrone, the Social Media Butterfly herself just say that? Yes! Here’s what I mean. You’re much better off posting content consistently, but consistent doesn’t mean daily if you’re sacrificing quality. What’s the most important when it comes to your social media strategy is quality over quantity.
Companies Evaluating Performance Of CEO with CEO Self-Assessments
“Report cards” may bring to mind evaluating middle school students, not CEOs of multi-billion dollar companies. But over the last decade, some companies have adopted a CEO “self-assessment” for evaluating the performance of CEOs. This approach can take a myriad of forms, ranging from an informal discussion with the CEO to having the CEO prepare a formal report addressing performance issues.
CEO Self-Evaluation: To Thine Own Self (Assessment) Be True
Michael J. Album is a partner in the Employee Benefits & Executive Compensation Group, and represents companies and compensation committees, private equity firms and hedge funds, and CEOs, senior executives (in numerous business sectors) and portfolio managers on a full range of executive compensation matters.
[Ongoing Program] Private Credit Summit 2021 - March 2nd, 9:30 am ET | JD Supra
March 2nd, 2021 9:30 AM ET From February 23 – March 18th Proskauer will host its second annual Private Credit Summit. This interactive virtual event will bring together leaders in the Private Credit industry, including lenders, private equity firms, corporate executives, advisors and investors to discuss the latest trends in the industry, opportunities for investment, and strategies for investors to achieve growth in an uncertain environment.
Terminating A CEO For Cause
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Applicable Standrard for Terminating a CEO for a Cause
Thursday, August 20, 2020 Terminating a CEO “for cause” requires that the board of directors (“Board”) of the employer focus on two questions – What is the applicable standard for cause? Do the facts and circumstances satisfy this applicable standard?
[Podcast]: Nuts and Bolts on a Management Buyout (Part 7 of 7) | JD Supra
In the final episode of a seven-part series for The Proskauer Benefits Brief, partners Michael Album and Josh Miller talk about employment agreements in the context of a management buyout. They go over the key terms and issues that management should focus on when reviewing and negotiating their go-forward employment arrangements, compensation structure, severance protection and restrictive covenants with the buyer following the sale.
[Podcast]: Nuts and Bolts on a Management Buyout (Part 6 of 7) | JD Supra
JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations. This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services").
Nuts and Bolts on a Management Buyout (Part 7 of 7) [Podcast]
In the final episode of a seven-part series for The Proskauer Benefits Brief, partners Michael Album and Josh Miller talk about employment agreements in the context of a management buyout. They go over the key terms and issues that management should focus on when reviewing and negotiating their go-forward employment arrangements, compensation structure, severance protection and restrictive covenants with the buyer following the sale.
[Podcast]: Nuts and Bolts on a Management Buyout (Part 4 of 7) | JD Supra
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss how management can use a “template” to have a bidder identify the way compensation issues will be addressed in an MBO. They also discuss the “rollover” by management of their equity in an MBO. Be sure to tune in and listen for the latest insights and perspective on management buyouts in this fourth of a seven part series. Mike Album: Hello. Welcome to the Proskauer Benefits Brief.
[Podcast]: Nuts and Bolts on a Management Buyout (Part 5 of 7) | JD Supra
JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations. This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services").
[Podcast]: Nuts and Bolts on a Management Buyout (Part 2 of 7) | JD Supra
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss the nuts and bolts on a management buyout. As part of their discussion they highlight the different types of transactions (single bidder vs. multi-bidder) and the various tasks that management faces in handling the process and as a first step inventorying their own compensation arrangements.
[Podcast]: Nuts and Bolts on a Management Buyout (Part 3 of 7) | JD Supra
JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations. This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services").
[Podcast]: Nuts and Bolts on a Management Buyout (Part 1 of 7) | JD Supra
JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations. This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services").
Nuts and Bolts on a Management Buyout (Part 5 of 7) [Podcast]
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller are back to continue their discussion of the rights that management gets when it “rolls” old equity into new equity in the buyout vehicle and then introduce incentive equity awards for management. Be sure to tune in and listen for the latest on management buyouts in this fifth of a seven part series.
Nuts and Bolts on a Management Buyout (Part 4 of 7) [Podcast]
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss how management can use a “template” to have a bidder identify the way compensation issues will be addressed in an MBO. They also discuss the “rollover” by management of their equity in an MBO. Be sure to tune in and listen for the latest insights and perspective on management buyouts in this fourth of a seven part series. Mike Album: Hello. Welcome to the Proskauer Benefits Brief.
[Podcast]: Nuts and Bolts on a Management Buyout (Part 3 of 7)
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss the nuts and bolts of a management buyout, and in particular, how management deals with the selling sponsor and the bidder, and starts to develop their own compensation packages post-closing and consider deal bonuses from the selling sponsor. Be sure to tune in and listen for the latest insights and perspective on management buyouts in this third of a seven part series.
[Podcast]: Nuts and Bolts on a Management Buyout (Part 2 of 7)
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss the nuts and bolts on a management buyout. As part of their discussion they highlight the different types of transactions (single bidder vs. multi-bidder) and the various tasks that management faces in handling the process and as a first step inventorying their own compensation arrangements.
[Podcast]: Nuts and Bolts on a Management Buyout – Part 1
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller discuss the nuts and bolts on a management buyout, and in particular, the issues and strategies that management needs to know. They examine the structure of a management buyout and discuss in detail the process behind the buy-out and how it unfolds for management. Be sure to tune in and listen for the latest insights and perspective on management buyouts in this first of a seven part series. Mike Album: Hello.
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