David Johansen

David Johansen

White & Case LLP

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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

5/25/2016 - C&DIs EBITDA Financial Statements GAAP Non-GAAP Financial Measures Publicly-Traded Companies Regulation S-K Reporting Requirements SEC

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

5/14/2016 - Accredited Investors Fixing America’s Surface Transportation Act (FAST Act) Initial Public Offerings JOBS Act Registration Requirement SEC Securities Exchange Act Threshold Requirements

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

1/25/2016 - Board of Directors Clawbacks Conflict Mineral Rules Corporate Governance Glass Lewis Iran Sanctions ISS Pay Ratio Proxy Access Proxy Season Proxy Voting Guidelines SEC

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

12/11/2015 - Capital Raising Emerging Growth Companies Fixing America’s Surface Transportation Act (FAST Act) Initial Public Offerings JOBS Act Registration Requirement SEC Startups

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

11/4/2015 - Conflicting Proposals Corporate Governance New Guidance Ordinary Business Exception Proxy Statements Publicly-Traded Companies Rule 14a-8 SEC Securities Exchange Act Shareholder Proposals Trinity Wall Street Wal-Mart

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

8/14/2015 - Annual Reports CEOs Disclosure Requirements Executive Compensation Exemptions Pay Ratio Proxy Statements SEC

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

7/15/2015 - Board of Directors Clawbacks Corporate Officers Directors Dodd-Frank Executive Compensation Former Directors Incentive Compensation Proposed Regulation Publicly-Traded Companies Sarbanes-Oxley SEC Section 10D Securities Exchange Act Shareholder Litigation

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

5/9/2015 - Disclosure Requirements Dodd-Frank Executive Compensation Pay-for-Performance Proxy Statements Regulation S-K SEC Total Shareholder Return (TSR) XBRL Filing Requirements

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

2/19/2015 - Dodd-Frank Hedging Proposed Regulation Proxy Statements Public Disclosure Regulation S-K SEC

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

12/29/2014 - Accredited Investors Bank Holding Company Banks JOBS Act Proposed Amendments Registration Safe Harbors SEC Securities Exchange Act

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

7/15/2014 - Compliance Investment Adviser Proxy Advisors Proxy Voting Guidelines SEC

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

4/22/2014 - Conflict Mineral Rules Disclosure Requirements Dodd-Frank First Amendment SEC

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

9/27/2013 - Annual Filings Annual Reports CEOs Disclosure Requirements Dodd-Frank Executive Compensation Form 10-K Pay Ratio Regulation S-K SEC

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

1/7/2013 - Board of Directors CEOs Clawbacks Compensation Committee Conflict Mineral Rules Disclosure Requirements Dodd-Frank Form 10-K Iran Threat Reduction and Syria Human Rights Act ISS Nasdaq NYSE Pay-for-Performance Proxy Season Proxy Voting Guidelines Say-on-Pay SEC Shareholder Proposals Shareholders

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