ML BeneBits

Join Morgan Lewis lawyers this summer for programs on employee benefits and executive compensation.

This is the fourth part of a multi-part blog post series discussing the implications and fallout from the Final Rule recently adopted by the Federal Trade Commission (FTC) banning the enforcement of almost all noncompete agreements with workers. In Part 1 of this series, we discussed the general parameters of the rule and several threshold questions that it raises. In Part 2, we discussed the types of arrangements that are prohibited by the Final Rule and the alternatives to noncompete clauses that likely remain available to companies following the effective date of the Final Rule. In Part 3, we discussed the impact of the Final Rule on noncompetition covenants entered into by sellers of a business, as well as the application of the Internal Revenue Code (Code) Section 280G golden parachute rules to noncompete covenants affected by the Final Rule.

The Internal Revenue Service (IRS) recently extended relief with respect to certain post-death required minimum distributions (RMDs) under Internal Revenue Code Section 401(a)(9).

The US Department of Health and Human Services, Office for Civil Rights (OCR) published its Final Rule titled HIPAA Privacy Rule to Support Reproductive Health Care Privacy in the Federal Register on April 26, 2024.

The US Department of Labor (DOL) maintains a robust investigatory program for auditing employee benefit plans for potential ERISA violations. Under the Biden administration, the DOL’s ERISA enforcement activities and investigations have remained a high priority. As such, ERISA plan fiduciaries and service providers can expect the DOL to continue its ever-evolving enforcement program targeting both fiduciaries and nonfiduciary service providers.

This is the second in a multipart series on ML BeneBits discussing the implications and fallout from the Final Rule recently adopted by the Federal Trade Commission (FTC) banning the enforcement of almost all noncompete agreements with workers. In Part 1, we discussed the general parameters of the rule and several threshold questions that it raises. In Part 2, we discuss the types of arrangements that are prohibited by the Final Rule and the alternatives to noncompete clauses that likely remain available to companies following the effective date of the Final Rule.

On April 23, the Federal Trade Commission (FTC) approved by a 3-2 vote a Final Rule that, if it becomes effective, will ban almost all noncompete clauses for nearly all workers. This is the first in a blog series exploring the fallout from the sweeping ban, specifically in terms of executive compensation and employee benefits. In Part 1, we address the first important threshold questions posed by the Final Rule. Future posts in the series will address the wide scope of the Final Rule and the types of executive compensation arrangements it prohibits; the types of arrangements that survive the Final Rule; and specific issues related to equity compensation, corporate transactions, Section 280G of the Internal Revenue Code (Code), and other compensation-related tax issues.

The Securities and Exchange Commission (SEC) is continuing its focus on disclosure of executive perquisites—and aircraft usage in particular—in registration statements, periodic reports, and proxy statements.

A common topic of negotiation in M&A transactions is how to treat performance-vesting equity awards for which the relevant performance period is not yet completed as of the closing of the deal. The target company may have outstanding performance shares, performance-based restricted stock units (PSUs), or other awards that vest based on the achievement of certain companywide or business unit–wide financial metrics over a certain performance period.

While the US Department of Labor’s (DOL’s) recently proposed regulations regarding automatic portability transactions would place the onus of compliance on transfer providers, a number of the provisions would trigger ERISA fiduciary considerations for plan administrators of defined contribution plans that offer these automatic portability transactions, particularly “transfer in” plans.