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Gloria W. Nusbacher

Counsel

Areas of Concentration

  • Executive Compensation and Employee Benefits, including qualified and non-qualified plans for public and private U.S. companies and U.S. subsidiaries of non-U.S. companies, and negotiation of employment agreements.
  • Corporate and Securities Law, with an emphasis on securities laws relating to benefit plans and corporate executives.
  • Corporate Governance, with an emphasis on NYSE/Nasdaq corporate governance requirements and advising Board compensation and nominating committees.

Recognitions

  • Fellow, American College of Employee Benefits Counsel

Professional Activities

Member, American Bar Association:

  • Business Law Section:
    • Committee on Federal Regulation of Securities; Subcommittee on Employee Benefits, Executive Compensation and Section 16 (1983 to date)
    • Committee on Employee Benefits and Executive Compensation (1987 to date); Vice Chair (2001-2003); Chair, Subcommittee on Federal Securities Regulation (1994-2001 and 2003 to date)
    • Committee on Corporate Governance (2004 to date);
  • Section of Taxation:
    • Employee Benefits Committee (1994 to date)
  • Joint Committee on Employee Benefits (coordinating body for all ABA employee benefits activities)
    • Business Law Section representative (2000 - 2003)
  • Scribe, ABA Joint Committee on Employee Benefits annual meetings with SEC Staff (1997-2008)
  • Drafting Committee, ABA Business Law Section comment letters on SEC proposals re Section 16 rules, S-8 registration requirements, Rule 701, proxy statement disclosure, Dodd-Frank rulemaking, and various interpretive requests
  • Drafting Committee, ABA Tax Section comment letter on distribution restrictions under Code Section 409A
  • Member, Executive Compensation Task Force (assembled by CompensationStandards.com consisting of “thought leaders in the area of executive compensation”) (2004 to date)
  • National Association of Stock Plan Professionals:NY–NJ Chapter, Vice President (2001 - 2003), Advisory Board (2003 -2011)
 

Practice Groups and Other Information

Education Information

  • Columbia Law School, J.D., 1975
    Columbia Law Review
  • Barnard College, B.A., 1972
    magna cum laude

Bar Admissions

  • New York, 1976

Articles and Lectures

  • Investors Have Their Say on Pay: Lessons Learned from the 2011 Proxy Season (ABA Annual Meeting 2011)
  • Experts’ Guide to Employee Benefits Research (ABA Joint Committee on Employee Benefits Teleconference 2010 and 2008)
  • “SEC Final Rules Regarding Proxy Statement Disclosure,” Banking and Financial Services Policy Report (2006)
  • SEC Executive Compensation Disclosures and Practices: Preparing for Change (Webcast sponsored by RR Donnelley and West Legalworks 2006)
  • “SEC Proposed Rules Regarding Proxy Statement Disclosures,” Banking and Financial Services Policy Report (2006)
  • Tell Us Exactly What the Boss Makes (dealing with SEC proposed rules on proxy statement disclosure of executive compensation) (ABA Business Law Section Spring Meeting 2006)
  • Recent Proxy Statement Disclosures of Executive Compensation (ABA Annual Meeting, Subcommittee Meeting 2005)
  • Gearing Up for the New Proxy Season: Developments Affecting Compensation Committees and Compensation Plans (National Association of Stock Plan Professionals, NY–NJ Chapter 2004)
  • “A Form 8-K Checklist” (co-author), Insights: The Corporate and Securities Law Advisor (2004)
  • SEC ‘Hot Topics’ for Benefits Lawyers (ABA Business Law Section Employee Benefits Committee 2003)
  • Representing the Compensation Committee–Legal Aspects (PLI 35th Annual Institute on Securities Regulation 2003)
  • “Tax-Conditioned Plans” in A Practical Guide to Section 16: Reporting and Compliance (Aspen Law & Business, 4th Edition 2003 and periodic updates, 3rd Edition, 1996; Prentice Hall Law & Business, Inc., 2nd Edition, 1992 and 1st Edition 1991)
  • Corporate Governance Developments: Employee Benefits and Executive Compensation Impacts (ABA Joint Committee on Employee Benefits Teleconference 2002)
  • Executive Compensation and Employee Benefits Provisions of the Sarbanes-Oxley Act (ABA Annual Meeting 2002)
  • “Overview of the Sarbanes-Oxley Act of 2002” (co-author) in The Sarbanes-Oxley Act of 2002 with Analysis (Matthew Bender 2002)
  • Stock Option Litigation (NASPP Annual Conference 2001)
  • “Equity Compensation: U.S. Securities Laws Affecting Foreign Issuers,” Insights: The Corporate and Securities Law Advisor (2001)
  • Stock Option Litigation: Recent Corporate and Securities Law Cases (ABA Business Law Section Spring Meeting 2000)
  • Recent Developments in Stock Option Litigation (NASPP Annual Conference 1999)
  • “Executive Compensation - New Section 16 Interpretations,” Insights: The Corporate and Securities Law Advisor (1999)
  • Federal Securities Law Implications for Executive Stock and Deferred Compensation Plans (ABA Annual Meeting 1998)
  • Drafting Stock Plans (NASPP Annual Conference 1998)
  • Nuts and Bolts of Forms 3, 4, and 5 (NASPP Annual Conference 1998)
  • Securities Law Implications for ERISA Plans (PLI 1997)
  • “Final Section 16 Rules Bring A Welcome Flexibility to Equity Compensation,” Corporate Governance Advisor (1996)
  • “Final IRS Regulations for $1 Million Cap on Executive Compensation” (co-author), Insights: The Corporate and Securities Law Advisor (1996)
  • “Proposed Amendments to Section 16 Rules: A New Approach,” Aspen Law & Business Corporation Reporter (1995)
  • “IRS Regulations Proposed for Cap on Executive Compensation” (co-author), Insights: The Corporate and Securities Law Advisor (1994)
  • Executive Compensation—Living with the New Rules (PLI 1993)
  • “The New $1 Million Deduction Cap on Executive Compensation” (co-author), Corporate Governance Advisor (1993)
  • ABA National Institute on Executive Compensation (1993)
  • Contributor to ABA Project Report, “International Employee Stock Plans and the Federal Securities Laws” (1992), published in The Business Lawyer (1994)
  • International Employee Stock Plans and other Current Issues in Cross-Border Offerings (ABA 1992)
  • Co-chair, The New Section 16 Rules – an Update (PLI Oct. 1991)
  • “New Section 16 Rules: Transactions in Employee Benefit Plans,” Insights: The Corporate and Securities Law Advisor (1991)
  • Co-chair, The New Section 16 Rules (PLI March 1991)
  • “Qualified Plans under the Securities Act of 1933” presented at International Conference on Pensions (Apeldoorn, The Netherlands 1989)
  • “Pension Parachutes” (co-author) in Topics in Total Compensation (Panel Publications, 1987)
  • Contributor to “Executive Compensation: A 1987 Road Map for the Corporate Advisor,” The Business Lawyer (1987)
  • “Equity Based Compensation for U.S. Executives of Non-U.S. Companies” (co-author) presented at Association of Pension Lawyers International Conference (London 1987)

HH&R Publications

  • NYSE Proposes New Compensation Committee Listing Standards (October 2012)
  • Nasdaq Proposes New Compensation Committee Listing Standards (October 2012)
  • SEC Proposes Amendments to Permit General Solicitation in Securities Offerings (September 2012)
  • SEC Adopts Dodd-Frank Compensation Committee Rules (July 2012)
  • SEC Issues Final Whistleblower Rules (June 2011)
  • SEC Issues Final ‘Say on Pay’ Rules (February 2011)
  • SEC Issues Proposed ‘Say on Pay’ Rules (November 2010)
  • SEC Adopts Controversial ‘Proxy Access’ Rules (September 2010)
  • SOX Redux: Corporate Governance and the Dodd-Frank Act (August 2010)
  • Regulations Confirm Need for Prompt Employer Action To Prepare for HHS Early Retiree Reinsurance Program (June 2010)
  • Health Care Reform — Impact on Employers (May 2010)
  • SEC Adopts Amendments to Proxy Statement Disclosure Rules (January 2010)
  • Corporate Governance and Executive Compensation Provisions in Dodd Financial Services Reform Bill (December 2009)
  • Federal Reserve Issues Proposed Incentive Compensation Guidance (November 2009)
  • SEC and Treasury Propose New Executive Compensation Requirements (July 2009)
  • NYSE and Nasdaq Amend Director Independence Tests (August 2008)
  • Deadline Is Nearing on Broad New Tax Rules For Nonqualified Deferred Compensation Arrangements (May 2008)
  • Recent Section 409A Developments (October 2007)
  • Year End Compliance Deadline for Compensation Arrangements Affected by Code Section 409A (August 2007)
  • It's Never Too Early to Plan Ahead: SEC Staff Guidance on Executive Compensation Disclosures for the 2008 Proxy Season (May 2007)
  • SEC Amends Proxy Disclosure Rules for Stock Awards (January 2007)
  • IRS Withholding and Reporting Guidance for Section 409A (December 2006)
  • SEC Final Rules Regarding Proxy Statement Disclosure (August 2006)
  • Pension Protection Act Makes Sweeping Changes (August 2006)
  • Timing is Everything: Stock Option Practices Under Scrutiny (August 2006)
  • Lessons from the Magic Kingdom: The Disney Case and Corporate Governance (July 2006)
  • SEC Proposed Rules Regarding Proxy Statement Disclosure (March 2006)
  • SEC Brings First Proceeding Under S-Ox Loan Prohibition (December 2005)
  • New Rules for Nonqualified Deferred Compensation (October 2004)
  • SEC Expands Form 8-K Filing Requirements (March 2004)
  • SEC Approves NYSE Corporate Governance Rules for Listed Companies (November 2003)
  • SEC Approves Nasdaq Corporate Governance Rules for Listed Companies (November 2003)
  • SEC Approves Nasdaq Shareholder Approval Rules For Equity Compensation Plans (July 2003)
  • SEC Approves NYSE Shareholder Approval Rules For Equity Compensation Plans (July 2003)
  • SEC Approves NYSE Shareholder Approval Rules For Equity Compensation Plans (July 2003)
  • SEC Requires EDGAR Filing and Website Posting Of Forms 3, 4 and 5 by June 30, 2003 (June 2003)
  • SEC Proposes Mandatory EDGAR Filing and Website Posting for Section 16(a) Reports (January 2003)

Publications

NYSE Proposes New Compensation Committee Listing Standards (October 2012)
Nasdaq Proposes New Compensation Committee Listing Standards (October 2012)
SEC Proposes Amendments to Permit General Solicitation in Securities Offerings (September 2012)
SEC Adopts Dodd-Frank Compensation Committee Rules (June 2012)
SEC Issues Final Whistleblower Rules (June 2011)
SEC Issues Final ‘Say on Pay’ Rules (February 2011)
SEC Issues Proposed ‘Say on Pay’ Rules (November 2010)
SEC Adopts Controversial ‘Proxy Access’ Rules (September 2010)
SOX Redux: Corporate Governance and the Dodd-Frank Act (August 2010)
Regulations Confirm Need for Prompt Employer Action To Prepare for HHS Early Retiree Reinsurance Program (June 2010)
Health Care Reform — Impact on Employers (May 2010)
SEC Adopts Amendments to Proxy Statement Disclosure Rules (January 2010)
Corporate Governance and Executive Compensation Provisions in Dodd Financial Services Reform Bill (December 2009)
Federal Reserve Issues Proposed Incentive Compensation Guidance (November 2009)
Employee Benefits Year-End Action Items (November 2009)
SEC and Treasury Propose New Executive Compensation Requirements (July 2009)
Department of Labor Issues Model COBRA Subsidy Notices (March 2009)
New Economic Stimulus Law Provides a Temporary Subsidy for Certain COBRA Premiums (March 2009)
NYSE and Nasdaq Amend Director Independence Tests (August 2008)
Deadline Is Nearing on Broad New Tax Rules For Nonqualified Deferred Compensation Arrangements (May 2008)
Recent Section 409A Developments (October 2007)
Year End Compliance Deadline for Compensation Arrangements Affected by Code Section 409A (August 2007)
It's Never Too Early to Plan Ahead: SEC Staff Guidance on Executive Compensation Disclosures for the 2008 Proxy Season (May 2007)
SEC Amends Proxy Disclosure Rules for Stock Awards (December 2006)
IRS Withholding and Reporting Guidance for Section 409A (December 2006)
SEC Final Rules Regarding Proxy Statement Disclosure (August 2006)
Changes in Delaware’s Corporation Law Facilitate “Majority Voting” for Directors (August 2006)
Sarbanes-Oxley Internal Control Compliance: New SEC Deadlines and Proposals (August 2006)
Pension Protection Act Makes Sweeping Changes (July 2006)
Timing is Everything: Stock Option Practices Under Scrutiny (July 2006)
Lessons from the Magic Kingdom: The Disney Case and Corporate Governance (June 2006)
NY Revises its Publication Requirements for LLCs (May 2006)
SEC Proposed Rules Regarding Proxy Statement Disclosure (February 2006)
SEC Brings First Proceeding Under S-Ox Loan Prohibition (November 2005)
Employee Benefits Advisory: Automatic Rollover Requirements Apply Starting March 2005 (January 2005)
Employee Benefits Advisory: New Rules for Nonqualified Deferred Compensation (October 2004)
Corporate Governance Advisory: SEC Expands Form 8-K Filing Requirements (March 2004)
SEC Approves Nasdaq Corporate Governance Rules for Listed Companies (November 2003)
SEC Approves NYSE Corporate Governance Rules for Listed Companies (November 2003)
SEC Approves Nasdaq Shareholder Approval Rules For Equity Compensation Plans (June 2003)
SEC Approves NYSE Shareholder Approval Rules For Equity Compensation Plans (June 2003)
Corporate Governance Advisory: SEC Requires EDGAR Filing and Website Posting Of Forms 3, 4 and 5 by June 30, 2003 (May 2003)
Corporate Governance Advisory: SEC Proposes Mandatory EDGAR Filing and Website Posting for Section 16(a) Reports (December 2002)
  • Girl Scouts of USA, Nassau County Council, Troop Leader (1991 to 1997); Leader Trainer (1995 to 1997)​

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