John Newell

John Newell

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ISS Corporate Governance and Compensation Voting Policies for 2017

ISS has announced its policy updates for 2017 shareholder meetings. Significant corporate governance policy changes include negative voting recommendations for companies that restrict shareholders’ ability to amend the...more

12/2/2016 - Bylaws Corporate Governance ISS Majority Voting Policies Proxy Voting Guidelines Shareholder Meetings Voting Requirements

SEC Staff Reiterates No-Action Position on Proxy Access Amendment Proposals

The staff of the Division of Corporation Finance of the Securities and Exchange Commission has issued three additional responses to company no-action requests to exclude shareholder-proposed amendments to proxy access bylaw...more

11/10/2016 - Bylaws No-Action Requests Proposed Amendments Proxy Access Rule Proxy Season Rule 14a-8 SEC Shareholders

Update on SEC Proxy Access No-Action Letters

Recent SEC responses to no-action requests involving shareholder proposals seeking initial adoption of a proxy access bylaw confirm that the SEC staff is continuing to evaluate company requests to exclude these proposals from...more

11/2/2016 - Bylaws No-Action Letters Proxy Access Rule Rule 14a-8 SEC Shareholder Proposals Shareholders

SEC Proposes Rules on Universal Proxy and Voting Options

The SEC has proposed amendments to its proxy rules that would require the use of universal proxy cards in contested director elections, and would change the rules governing disclosure of shareholder voting options and...more

10/28/2016 - Board of Directors Proposed Rules Proxy Voting Guidelines SEC Shareholder Votes Universal Proxy

Update: Another SEC Enforcement Action on Whistleblower Waivers and Releases

Summary - Earlier this month, the U.S. Securities and Exchange Commission (SEC) announced its second significant enforcement action against an employer based on confidentiality and release provisions that the SEC asserts...more

8/22/2016 - Cease and Desist Confidentiality Agreements Dodd-Frank Enforcement Actions Fines Health Net Publicly-Traded Companies SEC Securities Exchange Act Severance Agreements Waivers Whistleblower Awards Whistleblowers

SEC Enforcement Expands Scope of Prohibited Provisions in Employment-Related Agreements

Summary - The U.S. Securities and Exchange Commission (SEC) announced its second significant enforcement action against an employer based on confidentiality and release provisions that the SEC asserts will discourage...more

8/16/2016 - Cease and Desist Orders Civil Monetary Penalty Confidentiality Agreements Dodd-Frank Employee Releases Enforcement Actions Remedies SEC Securities Violations Severance Agreements Whistleblower Protection Policies

Nasdaq Adopts “Golden Leash” Director Compensation Disclosure Requirement

The Nasdaq Stock Market LLC (Nasdaq) has adopted a new rule that will require each Nasdaq-listed company to publicly disclose compensation or other payments by third parties to any current director or nominee for director in...more

7/18/2016 - Board of Directors Compensation Agreements Director Compensation Director Nominations Disclosure Requirements Executive Compensation Form 10-K Golden Leash Arrangements Indemnity Agreements Information Statements Nasdaq Proxy Materials Remuneration SEC Shareholder Meetings

SEC Non-GAAP Guidance: Impact on Earnings Releases, SEC Reports and Other Disclosures

As discussed in our recent client alert “SEC Issues Important Non-GAAP Interpretations” (May 19, 2016), the SEC recently released a series of new C&DIs on the use of non-GAAP financial measures by reporting companies and new...more

6/20/2016 - C&DIs Disclosure Requirements EBITDA GAAP Liquidity Non-GAAP Financial Measures Publicly-Traded Companies SEC

SEC Issues Important Non-GAAP Interpretations

Background - In recent months, senior SEC officials have repeatedly cautioned public companies about the use of non-GAAP financial measures. These include statements by SEC Chair Mary Jo White, SEC Chief Accountant James...more

5/19/2016 - C&DIs GAAP Interpretive Opinions Non-GAAP Financial Measures SEC

SEC Releases Additional No-Action Letters on “Substantial Implementation” of Shareholder Proxy Access Proposals

In the last year, the number of companies that have adopted proxy access bylaws provisions – and the number of proxy access proposals submitted by shareholders – has risen significantly. Competing proxy access provisions...more

3/23/2016 - Bylaws No-Action Letters Proxy Access Rule 14a-8 SEC Shareholder Proposals Shareholders

SEC Adopts Rules Implementing Forward Incorporation in Form S-1 and Streamlined Financial Statement Requirements for Emerging...

As summarized in our recent client alert “FAST Act Brings Additional Benefits for Emerging Growth Companies and New Resale Exemption,” President Obama signed the Fixing America’s Surface Transportation Act ("FAST Act"),on...more

1/20/2016 - Disclosure Requirements Emerging Growth Companies Financial Statements Fixing America’s Surface Transportation Act (FAST Act) Form S-1 Initial Public Offerings Interim Rule Registration Statement SEC Small Business

ISS Publishes Proxy Access FAQs

ISS has published two FAQs that supplement its 2016 Proxy Voting Guidelines Updates for the Americas that we summarized in our client alert ISS Policy Changes for the 2016 Proxy Season (December 8, 2015). The new FAQs provide...more

1/8/2016 - Board of Directors Director Nominations ISS Proxy Access Proxy Voting Guidelines Shareholder Votes

FAST Act Brings Additional Benefits for Emerging Growth Companies and New Resale Exemption

On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act, or FAST Act. The FAST Act includes several provisions intended to improve capital formation by smaller issuers and...more

12/15/2015 - Capital Formation Disclosure Requirements Emerging Growth Companies Fixing America’s Surface Transportation Act (FAST Act) Initial Public Offerings JOBS Act SEC

ISS Policy Changes for the 2016 Proxy Season

Proxy Access - ISS has determined not to alter its basic approach to management and shareholder proxy access proposals for 2016. However, ISS has stated that it expects to release a FAQ in December 2015 that will provide...more

12/9/2015 - ISS Overboarding Proxy Access Proxy Season Proxy Voting Guidelines Shareholder Rights

House Passes Act to Codify Section 4(a)(1½) Exemption for Resales of Restricted Securities

On October 6, 2015, the U.S. House of Representatives unanimously approved the Reforming Access for Investments in Startup Enterprises Act of 2015 (H.R. 1839), also known as the RAISE Act of 2015. The RAISE Act has been...more

11/5/2015 - Accredited Investors Congressional Committees Disclosure Requirements Financial Statements GAAP Pending Legislation RAISE Act Registration Requirement Reporting Requirements Resale Exemption Securities Act of 1933 Sellers Startups

SEC Issues New Guidance on Excluding Shareholder Proposals under Rule 14a-8

On October 22, 2015, the staff of the SEC Division of Corporation Finance issued Staff Legal Bulletin No. 14H (SLB 14H), which provides significant guidance for companies about the Staff’s views on the scope and application...more

11/5/2015 - Management Proposals New Guidance No-Action Letters Ordinary Business Exception Proxy Materials Publicly-Traded Companies Rule 14a-8 Rule 14a-8(i)(7) Rule 14a-8(i)(9) SEC Shareholder Activism Trinity Wall Street Wal-Mart Whole Foods

NYSE Amends Rules for Release of Material News

Changes to Notification Requirements - Notifications During Pre-Market Hours. Currently, Rule 202.06 requires listed companies to notify the NYSE at least 10 minutes before they release material news “shortly before the...more

9/23/2015 - Amended Regulation Bloomberg Inc. Dow Jones Form 8-K Investor Protection Listing Rules Material Disclosures Nasdaq Notice Requirements NYSE Press Releases Public Disclosure Publicly-Traded Companies SEC Trading Suspension

SEC Adopts Final CEO Pay Ratio Disclosure Rule

On August 5, 2015, the Securities and Exchange Commission adopted the final CEO pay ratio disclosure rule by a 3-2 vote. The final rule amends Item 402 of Regulation S-K, as required by Section 953(b) of the Dodd-Frank Wall...more

8/19/2015 - CEOs Disclosure Requirements Executive Compensation Financial Statements Median Employee Pay Ratio Reporting Requirements SEC

SEC Proposes Mandatory Incentive Compensation Clawback Rules

On July 1, 2015, the Securities and Exchange Commission proposed rules, consisting of new Rule 10D-­1 and related rule and form amendments, that would require clawbacks of incentive compensation received by executive officers...more

7/17/2015 - Clawbacks Corporate Officers Dodd-Frank Emerging Growth Companies Executive Compensation Financial Reporting Financial Restatements Foreign Private Issuers Form 8-K Incentive Compensation Listing Standards Nasdaq NYSE Offsets Proposed Regulation Public Disclosure Rule 10D-1 SEC Section 10D Securities Exchange Act Total Shareholder Return (TSR)

SEC Proposes Pay for Performance Rules

The SEC has proposed rules that would require most public companies to provide disclosure in their proxy statements regarding the relationship between their executive compensation and total shareholder return (TSR) for the...more

6/18/2015 - Executive Compensation Item 402 Pay-for-Performance Proxy Statements Publicly-Traded Companies Regulation S-K SEC XBRL Filing Requirements

SEC Applies Whistleblower Protections to Confidentiality Arrangements

Public companies should review their confidentiality arrangements for any provisions that may result in unintended violations of the Dodd-Frank Act’s whistleblower protections....more

4/16/2015 - Confidentiality Agreements Dodd-Frank EEOC Enforcement Actions Internal Investigations KBR (formerly Kellogg Brown & Root) NLRB General Counsel Rule 21F SEC Whistleblower Protection Policies Whistleblowers

Recent SEC Enforcement Actions Renew Focus on Incentive Compensation Clawbacks

Recent SEC enforcement actions serve as a reminder that CEOs and CFOs are subject to incentive compensation clawbacks under Section 304 of the Sarbanes-Oxley Act even when there has been no misconduct on their part....more

4/3/2015 - C-Suite Executives Clawbacks Dodd-Frank Incentive Compensation Sarbanes-Oxley SEC

SEC Proposes Hedging Policy Disclosure Rule

The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more

2/26/2015 - Board of Directors CEOs Disclosure Requirements Equity Securities Executive Compensation Hedging Investment Company Act of 1940 Proxy Statements SEC Securities Exchange Act

Nasdaq Adopts New All-Inclusive Fee Structure and Fee Increases

Nasdaq has adopted amendments to its fee structure and fee rates for companies with securities listed on the Nasdaq Global Select, Global and Capital Markets. The amendments create a new all-inclusive annual listing fee...more

12/3/2014 - Fees Nasdaq Transaction Fees

NASDAQ Amends Listing Standards to Remove Prohibition on Receipt of Compensatory Fees by Compensation Committee Members

On November 26, 2013, the NASDAQ Stock Market (“Nasdaq”) filed an amendment to its listing standards that eliminates the prohibition on the receipt of compensatory fees by compensation committee members. Nasdaq listing...more

12/30/2013 - Board of Directors Compensation Committee Conflicts of Interest Exemptions Listing Standards Nasdaq NYSE

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