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The Revival of Excise Tax Gross-Ups?

Occidental’s proposed acquisition of Anadarko may kick off a new wave of consolidation in the oil & gas industry.

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This potential wave has generated questions about Change-in-Control (CIC) severance protections, amplified by the significant coverage of Anadarko’s last minute enhancements to its CIC severance programs (see article). The Anadarko enhancements included elevated severance benefits and the re-insertion of excise…

2018 Study of Executive Severance Arrangements Not Related to a Change in Control

Data for fiscal 2017 executive severance arrangements is derived primarily from 2018 definitive proxy statements filed by 160 major public companies (“Study Group”).

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This is only a summary of the full 2018 Study of Executive Severance Arrangements Not Related to Change in Control. To obtain the full report, please contact Donald Kalfen. About Meridian Compensation Partners, LLC Meridian Compensation Partners, LLC (“Meridian”) is…

Addressing Compensation Issues In M&A

As seen in the 1st Quarter 2018 issue of Bank Director

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Consolidation in the banking industry continues, with more than 200 bank mergers in 2017. Whether your institution is a potential buyer or seller, there are several compensation matters that will need to be addressed proactively. Change-in-Control (CIC) Protections CIC arrangements…

Meridian 2017 Study of Executive Change in Control Arrangements

Meridian’s 2017 Study of Executive Change-in-Control Arrangements (the “Study”) provides current information and data on change-in-control (“CIC”) severance practices of 160 major U.S. listed public companies (the “Study Group”). We also provide trends comparisons to our last two studies, conducted in 2014 and 2011, respectively.

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Study Group Characteristics and Report Scope Study Group Characteristics Each of the 160 companies in the Study Group was a component company of the Standard & Poor’s 500® Index1 (“S&P 500®”) as of December 31, 2016. In addition, the Study…

Proxy Tabular Disclosure

Meridian explains tabular disclosures required in proxies, with annotated examples.

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The Basics Overview In 2006, the SEC dramatically changed proxy disclosure requirements. Six required tables provide a quantitative picture of companies’ executive pay in the prior one to three years. Companies must generally disclose compensation amounts for the top five…

Change-in-Control Arrangements

Meridian covers the basics as well as the details of change-in-control arrangements.

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The Basics What are change-in-control arrangements? Executive change-in-control arrangements generally refer to any severance, payments or special benefits that are provided to an individual in connection with a change in control (CIC) of the company. A CIC is typically defined…

Section 280G—Golden Parachutes

How to determine if a golden parachute triggers excise tax liability.

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The Basics Many companies promise contractually to make special payments or provide special benefits to executives at the time of, or upon a qualified termination of employment following, a merger, acquisition or other change in control (CIC) of the company.…

‘Failure to Assume’ May Be a Successful Change-in-Control Practice

Although the hybrid failure-to-assume approach isn't a majority practice, it has been increasing in prevalence, and for good reason.

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In recent years, increased scrutiny over ­executive compensation practices by activ­ist shareholders, proxy advisory firms, cor­porate governance experts, and the media generally has resulted in a number of com­pensation design changes. One is a shift in the treatment of unvested…

What’s New for Change-in-Control Agreements

In the banking industry, where mergers and acquisitions are common occurrences, change-in-control (CIC) arrangements can be a critical part of executive compensation programs

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In the banking industry, where mergers and acquisitions are common occurrences, change-in-control (CIC) arrangements can be a critical part of executive compensation programs. However, these arrangements are currently under scrutiny from shareholders, institutional investors, the media and most notably, proxy…

Golden Parachutes

Discussion of the Structures Boards Can Use for Executive Severance Payments

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Golden parachutes aren’t going away. In this discussion with NACD Directorship’s Steve Kalan, Meridian Compensation Partner’s Donald Kalfen explains the use of severance packages and how they can be controversial.