United States: Executive Remuneration

The Delaware Court of Chancery has issued its first interpretation of new General Corporation Law section 144(d)(2), establishing a heightened legal presumption of director independence in interested-director transactions for publicly traded corporations. In Ayers v. Foley, the court examined two separate compensation decisions at Fidelity National Financial, applying different standards of review and offering critical guidance on how boards can structure approval processes to maximize legal protection.

The SEC's proposed amendments would fundamentally restructure how public companies determine their filer status, raising the large accelerated filer threshold from $700 million to $2 billion and extending scaled disclosure accommodations to approximately 81% of reporting companies.

The Massachusetts Supreme Judicial Court (SJC) recently heard oral arguments in a case that could provide important guidance on the enforceability of noncompetition covenants embedded in executive equity agreements and the proper signatory to such covenants.

Strategic deal evaluation helps entertainers and creators assess opportunities beyond upfront compensation by analyzing long-term earnings potential, tax implications, opportunity costs, and portfolio alignment.

The Department of the Treasury and IRS have announced their intent to issue proposed regulations addressing significant changes to the excise tax on excess compensation paid to employees of tax-exempt organizations.

Megan Monson, Taryn Cannataro, and Zachary Bocian explore Internal Revenue Code Sections 457(b) and 457(f), examining how tax-exempt organizations and state and local governments can utilize these deferred compensation vehicles.

Proskauer's Boston office hosted an intimate cocktail reception for its in-house private capital alumni, bringing together former attorneys now working across various private capital sectors. The gathering provided a platform for professional dialogue on industry trends and personal reconnection, while reinforcing the firm's commitment to maintaining meaningful relationships with its alumni network.

Baker Botts and ACC Houston hosted a half-day seminar on January 29, 2026, that featured timely discussions on AI, employment law, and what's ahead for the workplace.

As the calendar starts anew, Q1 can be the perfect season to tighten corporate hygiene. A short, focused tune-up reduces risk, speeds audits and financings, prepares for the ongoing tax season, and sets a clean foundation...