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Looking Ahead – ISS 2014 Draft Policies and Proxy Survey Results

Looking Ahead – ISS 2014 Draft Policies and Proxy Survey Results

October 24, 2013

Authored by: benefitsbclp

Looking Ahead – ISS 2014 Draft Policies and Proxy Survey Results

Institutional Shareholder Services (ISS) conducts an annual survey to obtain input on corporate governance issues.  The survey results are considered by ISS in preparing annual updates to its proxy voting policies.  The survey often provides insight into potential ISS policy changes for the upcoming proxy season.

A few weeks ago, ISS released the results of its 2014 proxy voting survey.  ISS received more than 500 responses from institutional investors and corporate issuers located within and outside of the United States.   The 2013-2014 Policy Survey Summary of Results can be accessed here.  This week ISS posted draft 2014 policies for comment here.  The draft policies include proposed changes for U.S. companies to Board Response to Majority-Supported Shareholder Proposals and the ISS Pay for Performance Quantitative Screen.  The comment period will close on November 4, 2013

2013 Year-End Qualified Retirement Plan Checklist

2013 Year-End Qualified Retirement Plan Checklist

October 17, 2013

Authored by: benefitsbclp

It’s time to ensure year-end qualified plan deadlines are satisfied. Below is a checklist designed to help employers with this process, including information regarding the U.S. Supreme Court’s recent decision in U.S. v. Windsor regarding the Defense of Marriage Act (“DOMA”) and the impact of this decision on qualified retirement plans.  This checklist addresses both year-end deadlines and January 2014 deadlines which sponsors of qualified retirement plans may wish to begin preparing for now.


  • Cycle C Sponsors.  Individually designed plans are on five-year cycles for renewing their determination letters with the IRS.  For most Cycle C sponsors (i.e., those sponsors with an employer identification number ending in either 3 or 8), the five-year cycle will end on January 31, 2014.  Generally, governmental plans are assigned to Cycle C.  However, governmental plan sponsors may elect Cycle E (i.e., February 1, 2015 to January

IRS Guidance on HRAs, FSAs and EAPs: Plan Amendments May be Required

October 15, 2013


Among the many reforms under the Affordable Care Act (“ACA”) is the prohibition on imposing annual dollar limits on essential health benefits (“Annual Dollar Limit Prohibition”).  In addition, non-grandfathered group health plans must provide certain preventive services without any cost-sharing requirements (“Preventive Services Requirement”).  There has been wide-spread speculation as to how these market reforms would affect health reimbursement arrangements (“HRAs”), health flexible spending accounts (“FSAs”) and other employer reimbursement arrangements.

Health Reimbursement Arrangements

In the preamble to 2010 interim final regulations, Treasury and the Departments of Labor and Health and Human Services (“Departments”) stated that an HRA that is integrated with a group health plan that complies with the Annual Dollar Limit Prohibition, would be acceptable (despite the HRA having an annual dollar limit) since the combined benefit satisfies the Annual Dollar Limit Prohibition.

In 2013 FAQs, the Departments explained that an HRA will not be considered

Check it Out and Check it Off: 2014 Group Health Plan Checklist

Check it Out and Check it Off: 2014 Group Health Plan Checklist

October 14, 2013

Authored by: benefitsbclp

This is cross-posted from our recent client alert.

With 2014 just around the corner, numerous mandates under the Patient Protection and Affordable Care Act, as amended (“PPACA”) are about to become effective.  Below is a checklist of upcoming PPACA mandates that employers must implement in 2014, as well as a list of existing enrollment and annual notice requirements that group health plan sponsors should consider during open enrollment.

Additionally, with the recent decision of the U.S. Supreme Court in U.S. v. Windsor overturning part of the Defense of Marriage Act (“DOMA”), group health plan sponsors should take into account the impact of this decision on their plans.  As such, a brief summary of relevant DOMA considerations are provided below.

For a refresher on the PPACA mandates which became effective this year, please see our 2013 group health plan checklist here.

I. Requirements That Apply to All Group Health

The Second Circuit Considers Attorney’s Fee Award under ERISA in Settlement Context

In Hardt v Reliance Standard Life Ins. Co., 130 S. Ct. 2149 (2010) , the United States Supreme Court rejected the “prevailing party” standard for awarding attorney’s fees under ERISA.  Instead, a party moving for an attorney’s fee award must demonstrate “some degree of success on the merits.”   But what exactly does this standard mean?  Although not required, a favorable court judgment will qualify while a “trivial success” or a  “purely procedural victory” will not pass muster.  But how will these terms be interpreted and how will the standard be applied to the myriad of potential litigation outcomes which fall somewhere in the gray area in between?

The Second Circuit Court of Appeals recently applied this standard in the context of a voluntary settlement in Scarangella v. Group Health, Inc.  This case involved a claim for medical benefits under an ERISA plan

Tell Us What You Think! Employee Benefits Group Communications Survey

October 3, 2013


Over the last two years, the Bryan Cave Employee Benefits & Executive Compensation Group has been focusing on how to best communicate with you – our valued clients and friends. In addition to our traditional Client Alerts, we’re now reaching out in other ways by sending monthly compliance reminder emails, maintaining this active and vibrant blog ( and utilizing a variety of social media platforms including Twitter and LinkedIn, to bolster our visibility and connect with more people.

We’d like to hear from you about what you like, don’t like and what mediums you think serve you the best in keeping up in today’s highly regulated environment. To that end, we’ve prepared a quick survey (it should take no more than 5 minutes to complete) where you can provide us feedback on our group’s communication platform. We sincerely value your opinion and hope that you’ll take a few minutes to

IRS Guidance on Same-Sex Spouses Trickles In – Methods for Employment Tax Refunds

Yesterday, the IRS released guidance giving employers two additional methods to correct overpayments of employment taxes for 2013 and prior years. [Note: This guidance only pertains to the overpayment of FICA taxes; employees will have to file a claim directly with the IRS for income tax refunds].

This guidance follows on the tail of Revenue Ruling 2013-17, released Aug. 29, which provided that the IRS would recognize all legally married same-sex couples (using a “state of celebration” approach). Now, since the IRS recognizes these marriages retroactively, same-sex spouses may file refund claims for prior open tax years (e.g. 2010, 2011, 2012). Additional discussion on this guidance may be found here.

In the past, if an employer provided health coverage or fringe benefits to a same-sex spouse, the benefits were taxable to the employee and employers had to withhold and pay employment taxes with respect to these benefits because

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