Jonathan Weiner

Jonathan Weiner

Katten Muchin Rosenman LLP

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Proxy Advisory Firms Release Policy Updates for 2016

Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently published their 2016 proxy voting guidelines, which include updates applicable to the 2016 proxy season....more

12/8/2015 - Corporate Governance Glass Lewis ISS Proxy Voting Guidelines

Corporate and Financial Weekly Digest - Volume X, Issue 46

SEC/CORPORATE - Proxy Advisory Firms Release Policy Updates for 2016 - Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently published their 2016 proxy voting...more

12/7/2015 - Banking Sector Broker-Dealer CFTC EU FINRA MiFID II OCC Overboarding Proxy Voting Guidelines SEC Shareholder Proposals Waiting Periods

DERA Publishes Study of Unregistered Offering

On October 29, the Division of Economic and Risk Analysis (DERA) of the Securities and Exchange Commission published the results of a study that analyzed the market for unregistered securities offerings during the period from...more

11/10/2015 - Private Placements Regulation D SEC Small Business Unregistered Securities

SEC Adopts Final Crowdfunding Rules, Completing JOBS Act Rulemaking

On October 30, the Securities and Exchange Commission adopted “Regulation Crowdfunding,” which consists of final rules that will enable eligible companies to raise up to $1 million in capital in any 12-month period by...more

11/10/2015 - Corporate Issuers Crowdfunding Final Rules JOBS Act SEC

SEC Proposes Amendments to Rules 147 and 504

On October 30, the Securities and Exchange Commission proposed amendments to modernize: (1) Rule 147, promulgated under the Securities Act of 1933 (Securities Act) as a safe harbor exempting intrastate offerings from federal...more

11/10/2015 - Crowdfunding Proposed Amendments Rule 147 Rule 504 SEC

Corporate and Financial Weekly Digest - Volume X, Issue 43

SEC/CORPORATE - SEC Proposes Amendments to Rules 147 and 504 - On October 30, the Securities and Exchange Commission proposed amendments to modernize: (1) Rule 147, promulgated under the Securities Act of 1933...more

11/9/2015 - Enforcement Actions MiFID II Rule 147 Section 504 SEFs UK

SEC To Hold Forum on Small Business Capital Formation in November

On October 21, the Securities and Exchange Commission announced that it will hold its annual Government-Business Forum on Small Business Capital Formation on November 19 at its Washington, DC headquarters. The forum will...more

10/28/2015 - Capital Formation Emerging Growth Companies JOBS Act Public Forum SEC Small Business

Corporate and Financial Weekly Digest - Volume X, Issue 41

SEC/CORPORATE - SEC To Hold Forum on Small Business Capital Formation in November - On October 21, the Securities and Exchange Commission announced that it will hold its annual Government - Business Forum on Small...more

10/26/2015 - AML/CFT Banks Capital Formation Deposit Insurance ESMA EU European Banking Authority FDIC JOBS Act Margin Requirements Regulation Technical Standards (RTS) SEC Small Business Startups Uncleared Swaps

House Passes Disclosure Modification and “4(a)(1)(1/2)” Bills

On October 6, the US House of Representatives passed the Disclosure Modification and Simplification Act of 2015 (H.R. 1525), which, if enacted, would require the Securities and Exchange Commission to (1) revise Regulation S-K...more

10/13/2015 - Disclosure Requirements Emerging Growth Companies Exemptions Form 10-K Pending Legislation Proposed Amendments RAISE Act Registration Statement Regulation S-K SEC

Corporate and Financial Weekly Digest - Volume X, Issue 39

SEC/CORPORATE - House Passes Disclosure Modification and “4(a)(1)(1/2)” Bills - On October 6, the US House of Representatives passed the Disclosure Modification and Simplification Act of 2015 (H.R. 1525), which, if...more

10/12/2015 - Advisory Committee CFTC Derivatives EMIR Equity Research Rule ESMA EU FINRA Form 10-K Market Risk Capital Rule NASD Registration Requirement Regulation S-K SEC

SEC Charges Four Individuals and Nutrition Company for Failure To Disclose Executive Perks

On September 8, the SEC charged a sports supplements and nutrition company, its former audit committee chairman and three of its current and former executive officers with committing accounting, disclosure and other...more

9/15/2015 - Accounting Fraud Audit Committee C-Suite Executives Enforcement Actions Internal Controls Neither Admit Nor Deny Settlements SEC Section 5 Willful Violations

Corporate and Financial Weekly Digest - Volume X, Issue 35

SEC/CORPORATE - US District Court Orders SEC To Revise Resource Extraction Issuer Rule - On September 2, the US District Court for the District of Massachusetts ordered the SEC to file with the District Court in 30...more

9/14/2015 - Banking Sector Broker-Dealer C-Suite Executives CFTC Commodities Consultation Corporate Executive Boards Failure To Disclose FFIEC Financial Conduct Authority (FCA) Financial Institutions Investment Funds Major Swap Participants NFA NYSE Oxfam America Resource Extraction Rulemaking Process SEC Swaps Trade Market Abuse UCITS UK

SEC Denies Motion to Stay Regulation A+

On June 16, the Securities and Exchange Commission denied a motion, filed by Monica J. Lindeen, Montana State Auditor, ex officio Commissioner of Securities and Insurance, which sought to stay the effectiveness of new...more

6/23/2015 - Appeals Blue Sky Laws Corporate Issuers Motion To Stay Preemption Public Interest Regulation A SEC Tier 2 Offerings

Corporate & Financial Weekly Digest - Volume X, Issue 24

In This Issue: - SEC Denies Motion to Stay Regulation A+ - SEC Requests Public Comment on ETPs - CFTC Further Extends Valuation Data Reporting Relief for SDs and MSPs - Eleventh Circuit Upholds...more

6/22/2015 - Alternative Investment Funds AMF Banking Sector Broker-Dealer Brokers CFTC Commodities Corporate Governance Exchange-Traded Products FDIC Food Commodities Insider Trading Mortgage Lenders Mortgages OCC Regulation A SEC Wire Fraud

States Challenge Blue Sky Preemption Under Regulation A+

On May 27, the Federal Court of Appeals for the District of Columbia combined lawsuits filed by the commonwealth of Massachusetts and the state of Montana against the Securities and Exchange Commission. The lawsuits seek to...more

6/9/2015 - Appeals Blue Sky Laws Preemption Regulation A SEC Tier 2 Offerings

Corporate & Financial Weekly Digest - Volume X, Issue 22

In This Issue: - SEC Staff Releases Analysis Related to Pay Ratio Disclosure Rules - States Challenge Blue Sky Preemption Under Regulation A+ - FINRA Proposes Revised BrokerCheck Hyperlink Rule -...more

6/8/2015 - Blue Sky Laws BrokerCheck Capital Markets CFTC Clawbacks Disclosure Requirements EU European Commission Executive Compensation Financial Conduct Authority (FCA) FINRA Hedge Funds Investment Adviser National Futures Association NFA Preemption Public Comment Regulation A SEC Total Shareholder Return (TSR)

SEC Adopts Final Rules for Regulation A+ Offerings

On March 25, the Securities and Exchange Commission adopted final rules that will expand the exemption from registration under the Securities Act of 1933 provided by Regulation A to include an exemption for up to $50 million...more

3/31/2015 - Final Rules JOBS Act Private Placements Registration Requirement Regulation A SEC Small Offering Exemptions

Corporate & Financial Weekly Digest - Volume X, Issue 12

In this issue: - SEC Adopts Final Rules for Regulation A+ Offerings - FINRA Issues Notice on New Rules and Amendments Relating to Transaction-Based Compensation, Membership and Sanctions - FINRA Issues...more

3/30/2015 - AIFMD Algorithmic Trading CFTC Final Rules FINRA New Guidance Pharmaceutical Industry Regulation A Regulation SHO SEC Securities Fraud Supervision

SEC Proposes Rule Amendments to Implement JOBS Act Registration Thresholds

On December 18, 2014, the Securities and Exchange Commission proposed rule amendments that, if adopted, would modify SEC rules governing registration under Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act),...more

1/13/2015 - JOBS Act Proposed Amendments Registration SEC Securities Exchange Act

Corporate and Financial Weekly Digest - Volume X, Issue 1

In this issue: - SEC Proposes Rule Amendments to Implement JOBS Act Registration Thresholds - ISS Releases FAQs on Equity Plan Scorecard and Independent Chair Policy - FINRA Issues Annual Regulatory and...more

1/12/2015 - CFTC CME Equity Plans FCMs FINRA Independent Boards ISS JOBS Act NASD No-Action Relief REIT SEC Strategic Enforcement Plan

Proxy Advisory Firms Release Policy Updates for 2015

Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently published their 2015 proxy voting guidelines for US companies, which include several updates applicable to the 2015 proxy...more

11/18/2014 - Bylaws Corporate Governance Corporate Social Responsibility Employee Stock Purchase Plans Executive Compensation Glass Lewis Independent Boards ISS Proxy Season Proxy Voting Guidelines

Corporate and Financial Weekly Digest - Volume IX, Issue 45

In this issue: - Proxy Advisory Firms Release Policy Updates for 2015 - CBOE Makes Enhancements to Its Market-Maker Trade Notification System - OTC Derivatives Regulators Group Issues Report to G20...more

11/17/2014 - AIFM AIFMD CBOE CFTC Derivatives ESMA Financial Conduct Authority (FCA) G20 Glass Lewis ISS Market Making OTC Prepaid Payment Products Proxy Season Proxy Voting Guidelines

ISS Publishes Results of Annual Global Voting Policy Survey

On September 29, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2014–2015 global voting policy survey. The survey, which, according to ISS, received more than 370...more

10/7/2014 - Bylaws Directors Diversity Equity Plans Executive Compensation ISS Proxy Advisors Risk Assessment Shareholder Rights

Corporate and Financial Weekly Digest - Volume IX, Issue 39

In this issse: - ISS Publishes Results of Annual Global Voting Policy Survey - FINRA Requests Comment on a Rule Proposal to Implement the Comprehensive Automated Risk Data System - NFA Issues Notice...more

10/6/2014 - AIFMD CPOs CTA DCMs Derivatives Enforcement Enforcement Actions ESMA EU FINRA Fraud ISS MiFID NFA Risk Assessment Risk Management SEC Securities Fraud SEFs

Council of Institutional Investors Issues Report on Board Evaluation Disclosure

The Council of Institutional Investors (CII), an advocacy group for corporate governance and shareholder rights, has published a report that highlights two approaches to disclosure regarding a board’s process of...more

9/23/2014 - Corporate Governance Investors Shareholder Rights Shareholders

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