Insights

Sweeping Tax Reform Bill Passed by Congress

Congress has passed the most far reaching tax reform bill in over 30 years, the Tax Cuts and Jobs Act (“Tax Act”). The Tax Act will affect nearly all taxpayers (business and individuals). Corporations will be subject to a significantly reduced income tax rate of 21% and generally will be taxed solely on U.S. based income (with some exceptions). Individuals will see the elimination of many itemized deductions but higher standard deductions and slightly lower marginal tax rates.

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Generally, the changes made to the Internal Revenue Code (“Code”) under the Tax Act are effective for taxable years beginning after December 31, 2017. The changes to the corporate income tax provisions are permanent. However, most changes to individual income…

Senate Passes Tax Reform Bill

In the early hours of December 2, the Senate passed its own tax reform bill. While passage of the bill seemed improbable as recently as last Thursday, Senate Republicans were able to overcome objections within their own caucus with last minute tinkering to their tax proposal. Up next is the reconciliation process during which House and Senate Republicans will iron out differences between their respective tax reform bills. At this point, passage and enactment of a reconciled tax reform bill appears to be highly likely prior to year-end.

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Under the Senate bill, changes to the Internal Revenue Code (“Code”) would be effective for tax years beginning after 2017, except for the change in the corporate income tax rate would first become effective in 2019. Under the House tax…

ISS 2017–2018 Policy Survey Summary of Key Items

ISS’s recent Policy Survey previews potential changes in its 2018 proxy voting policies.

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Each year, Institutional Shareholder Services (ISS) surveys institutional investors, public companies (“issuers”) and the consulting and legal community on emerging corporate governance and executive compensation issues as part of its annual policy formulation process. Issuers and their advisors are collectively…

House Committee Approves Bill to Repeal Key Provisions of Dodd-Frank

On May 4, 2017, the House Financial Services Committee approved the Financial CHOICE Act (“CHOICE Act”) to repeal and roll back significant pieces of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The Committee voted to send the CHOICE Act to the House floor, 34-26, along party lines.

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The principal focus of the CHOICE Act is the banking provisions of Dodd-Frank and the Consumer Financial Protection Bureau. In addition, the CHOICE Act includes provisions relating to agency rulemaking requirements, judicial review of agency actions and capital formation. In…

Beyond the Proxy

Meridian Partners weigh in on 2016 CEO pay trends in this article from Equilar's C-Suite magazine.

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A Chief Executive Officer (CEO) is both the managerial leader and the figurehead of his or her company, representing it to its employees, shareholders and the general public. In times of growth and success, but also in turmoil and failure, a…

Holding Steady with Say on Pay

While Say on Pay is voluntary in Canada, many S&P/TSX 60 companies held Say on Pay votes in 2016.

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In contrast to the mandatory (but non-binding) advisory votes on executive compensation (“Say on Pay” votes) in the U.S., Say on Pay remains voluntary in Canada. Close to 80% of the S&P/TSX 60 companies have a Say on Pay vote…

ISS 2016-2017 Policy Survey Summary of Key Items

ISS’s recent Policy Survey previews potential changes in its 2017 proxy voting policies.

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Each year, Institutional Shareholder Services (ISS) seeks feedback from institutional investors, public companies (“issuers”) and the consulting and legal community on emerging corporate governance, executive compensation and other issues as part of its annual policy formulation process. Issuers and their…

Settlement of Director Pay Lawsuit Provides Best Practices Framework

Meridian examines the terms of this recent settlement and explains how it should influence director pay practices.

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A recent settlement of a shareholder lawsuit alleging excessive compensation to non-employee directors provides a framework for best practices related to director pay. Last month, the Delaware Chancery Court approved a settlement of Calma v. Templeton, a derivative lawsuit that…

The Equal Pay Pledge

The White House recently unveiled a pledge that permits companies to publicly express their support for equal pay for women.

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Discussions around equal pay and pay discrimination continue to gain traction both in the political arena and the board room. As noted on a White House blog, President Obama has focused on equal pay and pay discrimination issues since the…

EEOC Proposes to Significantly Expand Employer Requirements to Report Pay Data

Meridian explains what this expansion entails, and comments on how it could affect companies.

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With little fanfare, the Equal Employment Opportunity Commission (EEOC) earlier this month issued a revised proposal to impose significant compliance burdens on private sector employers to collect and submit extensive employee pay data. According to the EEOC, the pay data…

Delaware Case is a Cautionary Tale for Corporate Boards

How boards can avoid the Amalgamated Bank v. Yahoo! Inc. situation.

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Ideally, a corporate board’s decision-making is always based on a robust process and fulsome inquiry. In the absence of a robust process and fulsome inquiry, a corporation may be vulnerable to shareholder requests to review highly sensitive documents. That point…

Trends in Executive Compensation at the S&P/TSX 60

While actual senior executive pay has fallen in the past three years, actual and target pay have grown.

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This update reviews trends in executive pay at S&P/TSX 60 companies[1]. The general trend for the last three years has been for modest growth in actual and target pay, although actual senior executive pay fell slightly from 2013 to 2014.…

Canadian Companies Continue to Voluntarily Adopt Say on Pay

Canadian company participation in Say on Pay has increased almost 25 percent since 2013.

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Although Say on Pay remains voluntary in Canada, the number of companies with an advisory resolution on executive compensation continues to rise, with 162 companies holding Say on Pay votes in 2015 – up from 156 in 2014 and 133…

Compensation Challenges of a Falling Canadian Dollar

With uncertainty in the worldwide economy and commodity prices, the Canadian dollar has fallen to a six-year low versus the U.S. dollar, affecting compensation programs for a large number of Canadian companies.

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After a long period of relative stability and near parity, the Canadian dollar has fallen to about 80 cents U.S. – a six-year low. The outlook for further movement up or down, is unclear and is tied both to the…

Compensation When Oil is in the $40’s

With oil prices in the $40 per-barrel range, this creates an entirely new environment for oil and gas compensation decisions. Meridian analyzes the themes and realities for 2015.

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Oil prices in the $40s create an entirely new environment for oil and gas compensation decisions this year. From our vantage point across the industry we’ve noted several important themes and realities: Situations differ. Low prices impact everyone, but some…

ISS Provides Additional Guidance on New Voting Policy on Equity Plan Proposals

ISS has implemented new proxy voting guidelines applicable to equity plan proposals included in 2015 proxies.

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On November 6, 2014, Institutional Shareholder Services (ISS) issued final updates to its proxy voting policies that included a complete overhaul of its policies on equity plan proposals (see Meridian Client Update dated November 10, 2014). At the end of…

ISS Modifies Elements of its CEO Pay-for-Performance Test

Institutional Shareholder Services (ISS) recently announced two important modifications to its CEO pay-for-performance test.

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Institutional Shareholder Services (ISS) recently announced two important modifications to its CEO pay-for-performance test. The first modification alters ISS scoring methodology under its quantitative pay-for-performance tests that may result in slightly fewer U.S. companies showing a pay misalignment. The second…