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"SEC Staff Issues Guidance on Proxy Voting Matters Relevant to Investment Advisers and Proxy Advisory Firms"

The U.S. Securities and Exchange Commission’s (SEC) Divisions of Investment Management and Corporation Finance issued a Staff Legal Bulletin on June 30, 2014 that provides guidance on the responsibilities of investment...more

7/7/2014 - Investment Adviser Proxy Advisors Proxy Voting Guidelines SEC

"SEC Staff Issues Statement on Conflict Minerals Ruling"

The U.S. Securities and Exchange Commission’s Division of Corporation Finance issued a statement on the effect of a recent circuit court decision on the SEC’s conflict minerals rules. In an April 14 ruling, the U.S. Court of...more

5/2/2014 - Conflict Mineral Rules First Amendment SEC

"SEC Conflict Minerals Disclosure Requirements Ruled Unconstitutional"

On April 14, the U.S. Court of Appeals for the District of Columbia Circuit ruled that the U.S. Securities and Exchange Commission’s conflict minerals disclosure requirements are unconstitutional and remanded the matter to...more

4/16/2014 - Conflict Mineral Rules Disclosure Requirements Dodd-Frank SEC

"SEC Judge Issues Initial Decision Regarding Chinese Affiliates of the Big Four Accounting Firms"

On January 22, 2014, U.S. Securities and Exchange Commission Administrative Law Judge Cameron Elliot (the ALJ) issued an initial decision censuring the Chinese accounting firms affiliated with Ernst & Young LLP, KPMG LLP...more

1/24/2014 - Auditors Audits China CSRC Deloitte Ernst & Young Financial Statements KPMG Multinationals Pricewaterhousecoopers Sarbanes-Oxley SEC Securities Fraud

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more

12/10/2013 - Audits Board of Directors Compensation Committee Compliance Corporate Governance Disclosure Requirements Dodd-Frank Executive Compensation Filing Requirements Form SD Forum Selection Clause IRC Pay Ratio PCAOB Say-on-Pay SEC Section 162(m) Shareholder Votes Shareholders

"ISS Releases 2014 Proxy Voting Policy Updates; Opens Process for Peer Group Modification"

On November 21, 2013, Institutional Shareholder Services (ISS) released updates to its proxy voting policies effective for shareholder meetings taking place on or after February 1, 2014. The changes to ISS’ U.S. voting...more

12/5/2013 - Corporate Governance ISS Pay-for-Performance Proxy Season Proxy Voting Guidelines

"ISS Opens Comment Period for 2014 Proxy Voting Policy Changes"

On October 21, 2013, Institutional Shareholder Services (ISS) issued draft policy changes for 2014 that, if adopted, would become effective for shareholder meetings taking place on or after February 1, 2014. ISS is soliciting...more

10/25/2013 - ISS Proxy Voting Guidelines

"SEC’s Proposed CEO Pay Ratio Disclosure Rules — Costly and Complicated"

The SEC has proposed rules to implement the “CEO pay ratio” disclosure requirements under Section 953(b) of the Dodd-Frank Act. The proposed rules would require many SEC reporting companies to publicly disclose the...more

9/30/2013 - Annual Filings Annual Reports CEOs Dodd-Frank Executive Compensation Form 10-K Pay Ratio Reporting Requirements SEC Transparency

"SEC Proposes CEO Pay-Ratio Disclosure Rules"

The SEC, by a 3-2 vote, proposed rules to implement the “CEO pay-ratio” disclosure requirements under the Dodd-Frank Act. The proposed rules would require certain SEC reporting companies to publicly disclose...more

9/19/2013 - CEOs Disclosure Requirements Dodd-Frank Executive Compensation Pay Ratio SEC

"SEC Resource Extraction Issuer Disclosure Rules Vacated"

On July 2, 2013, the U.S. District Court for the District of Columbia vacated the resource extraction issuer disclosure rules adopted last year by the Securities and Exchange Commission pursuant to Section 1504 of the...more

7/8/2013 - American Petroleum Institute Chamber of Commerce Disclosure Requirements Dodd-Frank First Amendment Natural Resources Resource Extraction SEC Section 1504

"The Landscape of CEO Succession Issues"

A board’s decision as to whether, when and how to terminate the employment of a CEO and hire a successor is among the most critical decisions facing the board of any company — large or small, public or private, established or...more

6/26/2013 - Board of Directors CEOs Disclosure Requirements Employment Contract Executive Compensation Hiring & Firing Reporting Requirements Severance Agreements Successors Termination

"SEC Staff Issues Conflict Minerals & Resource Extraction Payments Disclosure Guidance"

The staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission recently issued long-awaited guidance on two of the more controversial provisions of the Dodd-Frank Act — the conflict minerals...more

6/7/2013 - Conflict Mineral Rules Disclosure Requirements Dodd-Frank Resource Extraction SEC

"Deadline Approaching for Compensation Committee Charter Amendments"

As a reminder, by July 1, 2013, compensation committee charters must comply with the new New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) listing requirements that were approved by the Securities and Exchange...more

5/23/2013 - Compensation Committee Deadlines Dodd-Frank Nasdaq NYSE SEC

"Getting Back to Basics with Rule 10b5-1 Trading Plans"

In late 2012, The Wall Street Journal published a number of articles that analyzed the trading practices of certain public company executives, in many cases under trading plans that were entered into in accordance with the...more

4/10/2013 - Rule 10b-5 SEC Securities Exchange Act Trading Plans

"New CFTC Swap Clearing Rules to Require Board Review and Approval of the Election to Rely on the 'Commercial End-User Exception'"

New Commodity Futures Trading Commission (CFTC) swaps clearing rules will force non-financial entities to stop uncleared trading of certain interest-rate swaps (IRS) and index credit default swaps (index CDS) starting on...more

3/14/2013 - CFTC Commercial End-User Exception Credit Default Swaps Derivatives Clearing Organizations Dodd-Frank Interest Rate Swaps Mandatory Clearing Requirements Swaps

"SEC Approves NYSE and Nasdaq Compensation Committee Rules"

The Securities and Exchange Commission (SEC) recently approved new New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) listing requirements relating to compensation committees of listed companies. The listing...more

1/24/2013 - Compensation Committee Executive Compensation Listing Standards Nasdaq NYSE SEC

"SEC Considering Disclosure of Political Activity Spending"

On December 21, 2012, the U.S. Securities and Exchange Commission (SEC) indicated in its semiannual regulatory agenda that the staff of the SEC’s Division of Corporation Finance is considering whether to recommend that the...more

1/24/2013 - Disclosure Requirements Political Contributions Publicly-Traded Companies SEC Shareholder Rights

"ISS Issues 2013 Policy Updates"

Institutional Shareholder Services (ISS), an influential proxy advisory firm, annually updates the policies that underlie its voting recommendations to its institutional investor clients. On November 16, 2012, ISS issued its...more

11/21/2012 - Executive Compensation ISS

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