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  • About the Author: Arthur H. Kohn

    Arthur H. Kohn is a partner based in the New York office of Cleary Gottlieb Steen & Hamilton LLP. His practice focuses on compensation and benefit matters, including executive compensation, pensio…

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15 Feb. 2019 | Comments (0)
On Governance: Using Sustainability Metrics in Incentive Compensation Plans
Recent developments concerning corporate sustainability suggest that compensation committees of public company boards of directors, as well as human r…

14 Jan. 2019 | Comments (0)
Re: Xura Decision – Are Non-Director Officers Protected by Business Judgment Rule?
In advising non-director officers about conduct that could give rise to fiduciary claims, it is prudent to routinely advise that they take steps to me…

04 Sep. 2018 | Comments (0)
On Governance: Tax Reform: IRS Issues Guidance on Section 162(m)
Companies should carefully review the compensation arrangements of all individuals who were at any time serving as executive officers during the year …

15 May. 2018 | Comments (0)
On Governance: Caremark Decision and Reputational Risk Through #MeToo Glasses
Public and private businesses today face many decisions that do not arise from, and have consequences far beyond, solely financial performance. Rather…

07 Feb. 2018 | Comments (0)
On Governance: New Year’s Resolutions for Director Compensation from Investors Bancorp Decision
A recent decision by the Delaware Supreme Court raises a question as to whether a plan limit allowing board discretion to grant awards within general …

19 Dec. 2017 | Comments (0)
On Governance: Disclosure Advice for Impact of 162(m) Tax Reform
Many companies rely on the qualified performance-based compensation exception and therefore comply with the relevant technical criteria under Section …

13 Jan. 2014 | Comments (0)
Selected Issues for Boards of Directors in 2014
By Arthur Kohn, Partner, Cleary Gottlieb Steen & Hamilton Over the past year, boards of directors continued to face increasing scrutiny from sh…

12 Jan. 2013 | Comments (0)
Selected Issues for Boards of Directors in 2013