Eric Siegel

Eric Siegel

Dechert LLP

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Latest Publications


New SEC Guidance Makes Excluding Shareholder Proposals More Difficult

In Staff Legal Bulletin 14H released on October 22, 2015, the staff of the SEC’s Division of Corporation Finance weighed in on two important means by which a company may exclude a shareholder proposal from company proxy...more

10/27/2015 - Corporate Counsel Exclusions New Guidance Ordinary Course of Business Defense SEC Shareholder Proposals Wal-Mart Whole Foods

The Claws Are Out – SEC Proposes Clawback Regulations Under Dodd-Frank

Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Securities and Exchange Commission (“SEC”) has issued the last of its proposed rules to implement the...more

7/17/2015 - Board of Directors Clawbacks Corporate Officers Directors Disclosure Requirements Dodd-Frank Executive Compensation Incentive Compensation Publicly-Traded Companies Sarbanes-Oxley SEC Shareholders

SEC Proposes Pay Versus Performance Disclosure Rules

A divided Securities and Exchange Commission proposed rules on April 29, 2015 that would require U.S. public companies to disclose the relationship between executive compensation “actually paid” and the financial performance...more

5/8/2015 - Disclosure Requirements Executive Compensation Filing Requirements Pay-for-Performance Proxy Statements Publicly-Traded Companies SEC Total Shareholder Return (TSR)

SEC Boosts Smaller Company Capital Raising with Regulation A+

Spurred by the Jumpstart Our Business Startups (JOBS) Act, the SEC has adopted final rules easing the way for smaller U.S. and Canadian companies to raise capital. These rules build on current Regulation A and are sometimes...more

4/9/2015 - Capital Formation Fund-raising JOBS Act Registration Regulation A SEC

Proxy Access - Recent Developments

Recent activity by shareholder governance advocates and the SEC has thrust proxy access back into the spotlight. Here we provide a brief refresher on proxy access and our thoughts on recent developments....more

2/10/2015 - Corporate Governance Dodd-Frank Popular Proxy Access Rule SEC Shareholder Activism Shareholder Proposals Shareholders Whole Foods

SEC Enforcement Initiative to Root Out Repeated Late Filers of Ownership Forms Due Under Sections 13 and 16 — Reminder to Ensure...

On September 10, the U.S. Securities and Exchange Commission (“SEC”) announced charges against 28 officers, directors and major shareholders for violating Sections 13 and 16 of the Securities Exchange Act of 1934 (the...more

9/15/2014 - Enforcement Enforcement Actions Internal Controls SEC Securities Exchange Act

Leading Cases in Pennsylvania Takeover Case Law: You’re Not in Delaware Anymore

Presented below is a brief survey of leading cases interpreting Pennsylvania corporate law in situations involving takeovers, proxy fights or other matters affecting corporate changes of control. This summary is by no means...more

3/6/2014 - Change of Ownership Fiduciary Duty Poison Pill Proxy Contests Takeover Code

SEC Proposes Rules for CEO Pay Ratio Disclosure

On September 18, 2013, the Securities and Exchange Commission issued proposed rules that would require public companies to disclose the median annual total compensation of all their employees and the ratio of such median to...more

9/20/2013 - Disclosure Requirements Dodd-Frank Pay Ratio SEC Wages

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