Insights

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…

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…

‘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…