Fair Labor Standards Act (FLSA): Federal law establishing standards for wage, overtime pay, recordkeeping, and child labor. Though directors are typically exempt employees, understanding FLSA is crucial for compliance in their supervisory roles.
Internal Revenue Code (IRC): Federal tax code containing regulations on executive compensation, tax treatment of benefits, and reporting requirements for director compensation.
Employee Retirement Income Security Act (ERISA): Federal law governing employee benefit plans, including pension and welfare benefit plans that may be part of director compensation packages.
Securities Exchange Act of 1934: Federal law governing securities trading and requiring various disclosures for public companies, including executive compensation and insider trading regulations.
Sarbanes-Oxley Act (SOX): Federal law establishing enhanced corporate governance and financial disclosure requirements, particularly important for directors of public companies.
Dodd-Frank Wall Street Reform: Federal law implementing various corporate governance reforms, including say-on-pay provisions and enhanced disclosure requirements for executive compensation.
Equal Employment Opportunity Laws: Federal laws including Title VII, ADA, and ADEA that prohibit discrimination in employment practices, including at the executive level.
State Corporation Laws: State-specific laws governing corporate formation, operation, and governance, including director duties and responsibilities.
Stock Exchange Rules: Requirements set by stock exchanges (like NYSE or NASDAQ) regarding corporate governance and director responsibilities for listed companies.
SEC Regulations: Federal securities regulations governing disclosure requirements, insider trading, and other aspects of corporate governance for public companies.
State Employment Laws: State-specific regulations governing employment relationships, including wage and hour requirements, leave policies, and termination provisions.
Non-compete Laws: State-specific laws governing the enforceability of non-compete agreements and protection of trade secrets.
Workers' Compensation Laws: State-specific requirements for maintaining workers' compensation insurance and handling workplace injuries.
IRS Executive Compensation Rules: Specific tax regulations governing executive compensation, including limitations on deductibility and special reporting requirements.
Section 409A: IRS regulations governing deferred compensation arrangements, with strict requirements for timing of elections and distributions.
Section 280G: IRS regulations regarding 'golden parachute' payments made to executives in connection with a change in control.
Industry-Specific Regulations: Regulations specific to certain industries (e.g., financial services, healthcare) that may affect director responsibilities and compensation.
Company Bylaws: Internal company rules governing corporate operations, including director duties, elections, and governance procedures.
D&O Insurance Requirements: Insurance requirements and provisions protecting directors and officers from personal liability in their corporate roles.
Equity Compensation Rules: Regulations governing the granting and administration of stock options and other equity-based compensation to directors.
