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Recent Regulatory Developments and the New US Presidential Administration's Actions Affecting Public Companies

There have been several recent developments and proposed initiatives related to deregulation impacting US public companies and foreign private issuers ("FPIs"). Below is a brief summary of regulatory changes that have been...more

Reminders for Foreign Private Issuers for the 2017 Annual Reporting Season

This memorandum outlines certain considerations for foreign private issuers (FPIs) in preparation for the 2017 annual reporting season. Part I of this memorandum discusses new developments and practical action items for the...more

Reminders for US Public Companies for the 2017 Annual Reporting and Proxy Season

This memorandum outlines certain considerations for US public companies in preparation for the 2017 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Recent Cases Restrict Issuers' Ability to Avoid Paying Premiums

Indentures governing high yield and investment grade notes typically provide for a make-whole or other premium to be paid if the issuer redeems the underlying notes prior to maturity. The premiums are intended to compensate...more

An Analysis of Nasdaq’s “Golden Leash” Disclosure Rule

On July 1, 2016, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, Nasdaq’s new Rule 5250(b)(3), which requires Nasdaq-listed U.S. companies to publicly disclose any arrangements or agreements...more

SEC's Division of Corporation Finance Releases New Guidance Related to Non-GAAP Financial Measures

On May 17, 2016, the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued 12 new or revised Compliance and Disclosure Interpretations (C&DIs) to its existing body of interpretations relating...more

SEC Finalizes Rules Implementing JOBS Act and FAST Act Provisions Concerning Exchange Act Registration Thresholds

On May 3, 2016, the Securities and Exchange Commission (SEC) adopted final rules regarding the thresholds for registration, termination of registration and suspension of reporting under Section 12(g) of the Securities...more

Reminders for Public Companies for the 2016 Annual Reporting and Proxy Season

This memorandum summarizes key developments that public companies should consider in drafting their disclosures and reviewing their existing corporate governance policies and procedures in preparation for the 2016 annual...more

FAST ACT Amends JOBS ACT

On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act, known as the “FAST Act.” Continuing the theme of somewhat incongruous acronyms, the FAST Act amends aspects of the JOBS Act...more

SEC Issues New Guidance On Exclusions Under Rule 14a-8

New SEC guidance limits the ability of companies to exclude shareholder proposals under the "conflicting proposal" and "ordinary business" exclusions of Rule 14a-8. On October 22, 2015, the staff of the Division of...more

SEC Adopts Final Rules on CEO Pay Ratio Disclosure

Companies are required to disclose the ratio of median employee annual total compensation to CEO annual total compensation starting in the 2018 proxy season; foreign private issuers, emerging growth companies and smaller...more

SEC Proposes Broadened Rules on Clawback of Incentive-Based Compensation

Proposed Rules would require increased disclosures on companies’ recovery processes and affect the majority of issuers with listed securities. Background - On July 1, 2015, the Securities and Exchange Commission...more

SEC Proposes Rules on Pay-versus-Performance Disclosure

On April 29, 2015, the Securities and Exchange Commission (the “SEC”) approved by a three-to-two vote proposed rules (the “Proposed Rules”) implementing Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer...more

SEC Proposes Disclosure Rule for Company Hedging Policies

On February 9, 2015, the Securities and Exchange Commission (“SEC”) proposed a rule to enhance disclosure of company hedging policies for directors, officers and other employees. This proposal would implement Section 955 of...more

SEC Proposes Amendments to Exchange Act Rules—Higher Thresholds for Mandatory Registration as Required by the JOBS Act

On December 18, 2014, the SEC proposed rule amendments required by the Jumpstart Our Business Startups (JOBS) Act that, if enacted, would: - revise the SEC’s rules relating to the thresholds for registration,...more

SEC Issues Guidance on Proxy Voting Relevant to Proxy Advisers and Investment Advisers: Any Significant Impact on the Current...

Growing concerns regarding the increasingly prominent role of proxy advisory firms, including Institutional Shareholder Services and Glass Lewis, were largely not addressed when, on June 30, 2014, the Securities and Exchange...more

DC Circuit Court of Appeals Upholds Conflict Minerals Disclosure Rules, But Strikes Down Requirement That Companies Label Their...

Last week, the US Court of Appeals for the District of Columbia (“DC Circuit”) issued its long-awaited opinion relating to legal challenges to the Securities and Exchange Commission’s (“SEC”) conflict minerals disclosure...more

SEC Proposes Rules on Pay Ratio Disclosure

On September 18, 2013, the Securities and Exchange Commission (the “SEC”) approved by a three-to-two vote proposed rules (the “Proposed Rules”) implementing Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer...more

Considerations for the 2013 Form 10-K and Annual Proxy Season

The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more

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