James Kearney

James Kearney

Stoel Rives LLP

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In Case You Missed It - Interesting Items for Corporate Counsel - May 2016

The SEC, along with the Department of the Treasury, the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, and the National Credit Union Administration, proposed a joint...more

5/13/2016 - CFPB Conflict Mineral Rules Crowdfunding Due Diligence Executive Compensation JOBS Act Mandatory Arbitration Clauses OECD Regulation S-K SEC Trust Indenture Act

In Case You Missed It - Interesting Items for Corporate Counsel - April 2016

Lest you think the pending U.S. Supreme Court nominee is the only nominee-casualty of partisan politics, the Wall Street Journal reports, “a revolt” by U.S. Senate Democrats to block the appointment of two Obama SEC...more

4/14/2016 - Administrative Appointments Conflict Mineral Rules PCAOB Political Contributions SEC

In Case You Missed It - Interesting Items for Corporate Counsel - March 2016

For those gearing up for the 2015 conflict minerals report, due June 1, 2016, note that nothing on the legal front has changed. The D.C. Circuit Court’s ruling that requiring a company to state whether its products are “DRC...more

3/11/2016 - CalPERS Climate Change Conflict Mineral Rules Disclosure Requirements Proxy Access Rule Regulation A

In Case You Missed It - Interesting Items for Corporate Counsel - January 2016

The SEC (re)proposed Resource Extraction Disclosure Rules last month, here. Recall, these rules are required by the Dodd-Frank Act and were adopted in 2012, vacated in 2013 by the U.S. District Court in D.C., and the subject...more

1/14/2016 - Disclosure Requirements Dodd-Frank Proxy Season Resource Extraction SEC

In Case You Missed It - Interesting Items for Corporate Counsel - December 2015

As anyone even vaguely familiar with how legislative sausage is made might suspect, interesting changes to U.S. securities laws are embedded in the casing of the recently enacted FAST Act (Fixing America’s Surface...more

12/11/2015 - Emerging Growth Companies FCPA Fixing America’s Surface Transportation Act (FAST Act) Registration Requirement Safe Harbors

In Case You Missed It - Interesting Items for Corporate Counsel - November 2015

The SEC has finally adopted Regulation Crowdfunding, here, which was required by the Capital Raising Online While Deterring Fraud and Unethical Non-Disclosures Act of 2012 (. . . seriously). Its 686 pages belie the elegant...more

11/12/2015 - Crowdfunding Proxy Season Public Offerings Regulation D SEC

In Case You Missed It - Interesting Items for Corporate Counsel - September 2015

As foreshadowed by the recent publication of supplemental analysis on the effect of its proposed rules, the SEC adopted final pay ratio rules, here. The first covered reporting period starts in the first full fiscal year...more

11/12/2015 - Conflict Mineral Rules Final Rules Pay Ratio Resource Extraction Rule 506 Offerings SEC

In Case You Missed It - Interesting Items for Corporate Counsel - July 2015

The SEC has finally proposed clawback rules, here, required by Section 954 of the Dodd-Frank Act. When adopted, the rules will require stock exchanges to propose and adopt listing standards that implement the requirements;...more

7/17/2015 - Accredited Investors Audit Committee Bylaws C&DIs Clawbacks Crowdfunding Disclosure Requirements Dodd-Frank Executive Compensation Fee-Shifting Pay Ratio Proposed Regulation Proxy Access Rule Reg A+ Same-Sex Marriage SEC Shareholder Proposals Wal-Mart Whole Foods

In Case You Missed It - Interesting Items for Corporate Counsel - June 2015

The SEC’s Division of Economic and Risk Analysis issued analysis on the “potential effect on pay ratio disclosure of exclusion of different percentages of employees at a range of thresholds.” Without even trying to follow the...more

6/11/2015 - BEA BlackRock Clawbacks Corporate Governance Corporate Social Responsibility Disclosure Requirements Executive Compensation Foreign Affiliates Form BE-10 Pay Ratio Proposed Regulation Proxy Access Rule SEC Shareholder Proposals Shareholders Statistical Analysis

In Case You Missed It - Interesting Items for Corporate Counsel - May 2015

The SEC proposed pay for performance rules to implement Section 953(a) of Dodd-Frank, which requires disclosure of “information that shows the relationship between executive compensation actually paid and the financial...more

5/15/2015 - Conflict Mineral Rules Corporate Governance Cybersecurity Disclosure Requirements Dodd-Frank Executive Compensation Form SD Hedging JOBS Act Pay-for-Performance Regulation A Regulation D SEC Whistleblower Protection Policies

In Case You Missed It - Interesting Items for Corporate Counsel - April 2015

We knew someone would do this for us if we just waited long enough. A summary of early trends in proxy access responses suggests most are including the shareholder proposal and recommending a no vote. See here. Only a single...more

4/16/2015 - Confidentiality Agreements Corporate Counsel Corporate Governance Cybersecurity Internal Investigations KBR (formerly Kellogg Brown & Root) Proxy Materials Regulation A Rule 21F SEC Shareholder Proposals Shareholders Small Offering Exemptions Wal-Mart Whistleblower Protection Policies Whole Foods

In Case You Missed It - Interesting Items for Corporate Counsel - March 2015

It's difficult to discern “trends” from reactions to date on proxy access proposals, but here are some data points: Three companies, including two on the NY Comptroller’s 75-company target list have adopted...more

3/12/2015 - BlackRock Bylaws CalPERS Corporate Governance Equity Plans Fee-Shifting Forum Selection ISS Management Proposals Monsanto Proxy Access Rule Proxy Statements Shareholder Proposals Warren Buffet

In Case You Missed It - Interesting Items for Corporate Counsel - February 2015

It’s still the case that commentators have said nothing revelationary about “proxy access ,” the recent private-ordering push, and the SEC’s flip-floppery on its Whole Foods no-action letter. “Proxy access” is short hand for...more

2/12/2015 - No-Action Letters Proxy Access Rule Regulatory Agenda Regulatory History Regulatory Standards SEC Shareholders Whole Foods

In Case You Missed It - Interesting Items for Corporate Counsel - November 2014

1.As the year moves to a close, expect lots of chatter about the upcoming 2015 proxy season. Including from us beginning right now. 2.Almost certainly because good corporate governance practices just change so darn...more

11/13/2014 - Accredited Investors Broken Windows Corporate Governance Crowdfunding Cybersecurity Glass Lewis ISS Proxy Season Proxy Voting Guidelines Sarbanes-Oxley SEC Shareholders Voting Rights

In Case You Missed It - Interesting Items for Corporate Counsel

The SEC reminded everyone that, yes, it cares whether you timely file your Section 16 reports, by announcing enforcement actions against 28 Section 16 filers and six public companies here. Some tie the unprecedented...more

10/16/2014 - Broker-Dealer Compliance Corporate Counsel Disclosure Requirements Duty to Disclose Enforcement Enforcement Actions JOBS Act SEC Section 16

In Case You Missed It - Interesting Items for Corporate Counsel

The Director of the SEC’s Division of Corporation Finance, Keith Higgins, recently gave the keynote address, here, at the 2014 Angel Capital Association Summit. He focused on the following three items on the SEC rulemaking...more

4/11/2014 - Accredited Investors Angel Investors Conflict Mineral Rules Corporate Counsel Cybersecurity Disclosure Requirements General Solicitation IPO ISS JOBS Act Rule 506 Offerings Sarbanes-Oxley SEC

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