Seyfarth Synopsis: Two unpublished decisions involving the same change in control severance plan went in opposite directions on the standard of review. In 2026, the Fifth Circuit applied abuse of discretion based on plan language delegating interpretive authority to the administrator. In 2025, the Tenth Circuit applied de novo review to similar facts involving
It has been nearly 20 years since Internal Revenue Code Section 409A transformed the rules governing nonqualified deferred compensation (NQDC). Many employers updated written plan documents by the 2008 deadline—and haven’t touched them since.
As the 20‑year mark approaches, now is the perfect moment for a quick compliance check. Over time, plan administration often drifts
Seyfarth Synopsis: Effective January 1, 2026, new California law prohibits stay-or-pay clauses in contracts of employment with limited exceptions.
Under new Section 16608 of the California Business and Professions Code, effective January 1, 2026, employers are prohibited from entering into an employment contract or other contract relating to the employment relationship that requires an
Seyfarth Synopsis: On July 4, 2025, Donald Trump signed the One Big Beautiful Bill (OBBB) into law. Although most have focused on the sweeping tax reform included in the OBBB, a number of key employee benefits provisions are included in the OBBB as well. Most significantly, the OBBB expands access to and eligible expenses payable
NYC Bar Association
42 W 44th Street
New York, NY 10036
Seyfarth is proud to serve as a Gold sponsor of the International Employment Lawyer (IEL) Executive Compensation & Benefits Summit, taking place May 27, 2025, in New York City. This prestigious global event brings together leading legal and HR professionals to
Seyfarth Synopsis: On January 16, 2025, the IRS issued proposed regulations under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), which limit the amount of compensation a publicly held corporation may deduct for wages paid to its “covered employees” to $1 million per year. Section 162(m) has been amended over the years to expand the definition of a “covered employee,” which originally was limited to a corporation’s principal executive officer (“PEO”), principal financial officer (“PFO”), and its next three most highly compensated executive officers. Most recently, in 2021 the American Rescue Plan Act of 2021 (“ARPA”) amended the definition of “covered employee” to include, for tax years beginning after December 31, 2026, the corporation’s five highest compensated employees other than its PEO, its PFO and its next three most highly compensated executive officers. The proposed regulations provide guidance on determining and applying Section 162(m) to these next five most highly compensated employees.
Continue Reading How Now, High Five? IRS Issues Proposed Regulations for the Expanded Definition of “Covered Employee” Under Section 162(m) that Applies Beginning in 2027
Seyfarth Synopsis: New SEC rules aiming to curb insider trading by directors and officers of public companies took effect on February 27, 2023.
On December 14, 2022, the Securities and Exchange Commission (“SEC”) adopted by unanimous vote: (1) final amendments to Rule 10b5-1 (17 CFR § 240.10b5-1) under the Exchange Act of 1934 (the “Exchange
Seyfarth has announced that it has added a veteran employee benefits and executive compensation lawyer to its San Francisco office. Marc Fosse, who headed Trucker Huss’ Executive Compensation practice, joins as a partner in the Employee Benefits & Executive Compensation Department. Fosse will co-chair the Executive & Equity Compensation practice at Seyfarth.
Fosse concentrates
Businesses are dealing with the effects of the pandemic on retirement plans and pensions, executive compensation, and health and welfare benefits. Workforce management issues resulting in reduction in hours, furloughs, and severance situations have required unique approaches to termination, conversion or bridging of benefits.
Our Employee Benefits & Executive Compensation attorneys have been monitoring, advising
Seyfarth Synopsis: The IRS recently issued proposed regulations providing guidance under Internal Revenue Code (“Code”) Section 4960, which provides for an excise tax on tax-exempt organizations that pay certain executives in excess of $1 million in annual compensation. The release of the proposed regulations comes at a time when executive pay, including at many tax-exempt