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Jim counsels publicly traded companies and other complex employers on matters related to executive compensation. His clients operate globally in a wide range of industries, including financial services, manufacturing, food, telecommunications, utilities and other service-based companies. Jim advises clients on all aspects of the employment, compensation, benefits and severance of directors, executive officers and other senior managers. He has significant substantive experience with all forms of executive compensation and benefit plans.

On May 6, the Federal Deposit Insurance Corporation (FDIC), Office of the Comptroller of the Currency (OCC), and Federal Housing Finance Agency (FHFA) issued a notice of proposed rulemaking and request for public comment to implement Section 956 of the Dodd-Frank and Wall Street Reform and Consumer Protection Act (Dodd-Frank). Under Section 956, the FDIC, OCC, FHFA, National Credit Union Association (NCUA), Securities and Exchange Commission (SEC), and Board of Governors of the Federal Reserve System (the Fed) are tasked with jointly prescribing regulations that (1) prohibit incentive-based compensation at covered financial institutions that encourages inappropriate risk-taking because it is excessive or could lead to material financial loss, and (2) require the disclosure of information concerning these compensation arrangements to the appropriate federal regulator.

A board of directors of a Delaware company may delegate its authority to grant equity awards if certain requirements enumerated in the Delaware General Corporation Law (DGCL) are met. Effective August 1, 2023, updates were made to these DGCL requirements.

Under §§ 157(c) and 152(b) of the DGCL, a board must establish the delegation through