United States: Executive Remuneration

When employees leave a startup, they typically have just 90 days to exercise their vested stock options or lose them forever—a deadline that can force departing team members to forfeit equity they genuinely earned if they cannot afford the exercise price and tax bill. Some high-profile companies have responded by extending this window to seven or even ten years, but does this employee-friendly gesture create unintended consequences for cap tables, tax treatment, and the employees who stay?

Two federal appellate courts reached opposite conclusions when reviewing the same change-in-control severance plan's discretionary authority clause, with the Fifth Circuit applying deferential abuse of discretion review while the Tenth Circuit used de novo review. The divergent outcomes highlight critical considerations for employers drafting severance plans and seeking to ensure maximum judicial deference to administrator decisions.

Regulation S-K governs the narrative disclosure requirements for SEC filings, covering everything from business descriptions and risk factors to MD&A and executive compensation.

On May 19, 2026, the Securities and Exchange Commission released proposed amendments to the filer status framework for SEC reporting companies that would simplify reporting and disclosure requirements and reduce burdens on most reporting companies. The proposal is part of Chairman Paul Atkins’s “Make IPOs Great Again” agenda to incentivize companies to go and stay public.

Employer-issued recourse promissory notes allow employees to acquire equity without immediate cash outlay, but they create personal liability regardless of stock performance. This analysis examines the strategic advantages, tax implications, and significant risks that both companies and employees face when using this compensation structure.

As the SEC pursues sweeping deregulatory reforms under Chairman Paul Atkins—including potential shifts to semiannual reporting and reduced executive compensation disclosures—institutional and activist investors...

In March 2024, the SEC adopted rules entitled "The Enhancement and Standardization of Climate-Related Disclosures for Investors" (the "Climate Rules"), intended to standardize how public companies report material...

On January 13, 2026, the SEC announced a significant initiative to reform Regulation S-K. In a statement issued by SEC Chairman Paul S. Atkins, Chairman Atkins observed that Regulation S-K has expanded...

As we head into 2026, meaningful updates to proxy advisor firm pay-for-performance methodologies are top of mind.