Mark Wood

Mark Wood

Katten Muchin Rosenman LLP

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SEC Seeks Comment on Possible Enhancement of Audit Committee Disclosures

On July 1, the Securities and Exchange Commission published a concept release to seek public comment regarding the potential enhancement of audit committee disclosure requirements, particularly as such disclosure relates to...more

7/15/2015 - Audit Committee Auditors Disclosure Requirements Issuers PCAOB Proposed Regulation Public Comment Publicly-Traded Companies SEC Transparency

SEC Proposes Rule Requiring Executive Compensation Clawbacks

On July 1, the Securities and Exchange Commission proposed for public comment a new rule and rule amendments to implement provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. In...more

7/15/2015 - Clawbacks Disclosure Requirements Executive Compensation Financial Reporting Listing Standards Proposed Regulation Rule 10D-1 SEC Securities Exchange Act Stock Appreciation Rights Stock Exchange Stock Options

Corporate & Financial Weekly Digest - Volume X, Issue 26

In this issue: - SEC Seeks Comment on Possible Enhancement of Audit Committee Disclosures - SEC Proposes Rule Requiring Executive Compensation Clawbacks - FINRA Requests Comment on Revised Discretionary...more

7/13/2015 - Audit Committee CFTC Clawbacks Cross-Border Enforcement Actions ESMA FINRA Futures Greece Hong Kong Margin Requirements MiFID II SEC Swaps

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

Meeting of the SEC Advisory Committee on Small and Emerging Companies

The Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies (Committee) met on June 3 to discuss various topics including (1) SEC rules with respect to intrastate crowdfunding; (2) the...more

6/17/2015 - Acquisitions Business Development Crowdfunding Emerging Growth Companies Financial Markets JOBS Act Mary Jo White Mergers NASAA Rule 147 Safe Harbors SEC Securities Act of 1933 Small Business

SEC Staff Releases Analysis Related to Pay Ratio Disclosure Rules

On June 4, the staff of the Securities and Exchange Commission (Staff) released analysis related to its proposed rules for pay ratio disclosure, which analysis evaluates the potential effects of excluding different...more

6/9/2015 - Compensation & Benefits Executive Compensation Proposed Regulation SEC Total Shareholder Return (TSR)

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 Issuers 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 FINRA Hedge Funds Investment Adviser National Futures Association NFA Preemption Public Comment Regulation A SEC Total Shareholder Return (TSR)

Section 16(b) Decision Provides Important Guidance

A recent opinion by the US District Court for the Southern District of New York denying a motion to dismiss “short-swing” profit claims under Section 16(b) of the Securities Exchange Act of 1934 against members of an alleged...more

5/28/2015 - Hedge Funds Investment Adviser Motion to Dismiss Securities Exchange Act Shareholders Short-Swing Trading Stocks

Corporate & Financial Weekly Digest - Volume X, Issue 20

In this issue: - Section 16(b) Decision Provides Important Guidance - FINRA Requests Comment on Proposed Amendments to Rules Governing Communications With the Public - Form BE-10 Filing Deadline...more

5/26/2015 - 16(b) Attorney's Fees Banking Sector CFTC FINRA Insider Trading OCC

NASAA Launches a Streamlined Filing Process for Form D

The North American Securities Administrators Association (NASAA) recently announced the launch of the online Electronic Filing Depository (EFD). The EFD is an online system that creates a streamlined process to enhance the...more

5/5/2015 - Electronic Filing Form D Filing NASAA

SEC Proposes New Pay-for-Performance Rules

On April 29, the Securities and Exchange Commission proposed new rules to require annual disclosure in proxy and information statements under the Securities Exchange Act of 1934 regarding the relationship between executive...more

5/5/2015 - Disclosure Requirements Dodd-Frank Executive Compensation Pay-for-Performance Proposed Regulation SEC Total Shareholder Return (TSR)

Corporate & Financial Weekly Digest - Volume X, Issue 17

In this issue: - SEC Proposes New Pay-for-Performance Rules - NASAA Launches a Streamlined Filing Process for Form D - CFTC Proposal Eases Trade Option Obligations for Non-SD/MSP Counterparties -...more

5/4/2015 - Canada CFTC Exclusive Remedy Executive Compensation Form D Filing Forum Selection Clause Major Swap Participants NASAA Pay-for-Performance SEC Swap Dealers

Update: Proposed Amendments to DGCL, Including Ban on Fee-Shifting and Permitting Exclusive Forum Provisions

The Corporation Law Section of the Delaware State Bar Association has approved, in substantially the form proposed by the Delaware Corporate Council, amendments to the General Corporation Law of the State of Delaware (DGCL)...more

4/21/2015 - Appraisal Bylaws Corporate Charters Delaware General Corporation Law Exclusive Forum Fee-Shifting Proposed Amendments

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 Manufacturers Regulation A Regulation SHO SEC Securities Fraud Supervision

SEC Charges Insiders for Failure to Update Schedule 13D Disclosures

On March 13, the Securities and Exchange Commission charged eight officers, directors and major shareholders for failing to update material changes in their stock ownership disclosures on Schedule 13D in connection with...more

3/24/2015 - Corporate Officers Directors Disclosure Requirements Enforcement Actions Going-Private Transactions Material Disclosures Neither Admit Nor Deny Settlements SEC Shareholders

Corporate & Financial Weekly Digest - Volume X, Issue 11

In This Issue: - Delaware Proposal Banning Fee-Shifting and Permitting Exclusive Forum Provisions - SEC Charges Insiders for Failure to Update Schedule 13D Disclosures - CBOE Proposes Amendments to...more

3/23/2015 - AML/CFT Bylaws CFTC Criminal Background Checks Cybersecurity Delaware General Corporation Law Derivatives Disclosure Requirements Exclusive Forum FATCA Fee-Shifting FinCEN Hong Kong Insider Trading Regulation SHO SEC

NYSE Amends “Late Filer Rule”

Effective March 2, the New York Stock Exchange amended its rule (commonly referred to as the “late filer rule”) that applies to listed companies that do not timely file their periodic reports with the Securities and Exchange...more

3/17/2015 - Late Filer Rule NYSE SEC

Corporate and Financial Weekly Digest - Volume X, Issue 10

In This Issue: - NYSE Amends "Late Filer Rule" - CFTC Responds to District Court's Remand Order on Certain Cross-Border Swaps Rules - Delaware Chancery Court Addresses Proper Purpose for Inspection...more

3/16/2015 - CFTC Cross-Border Transactions Enforcement Enforcement Actions ESMA EU Inspection Rights Late Filer Rule MiFID II NYSE SEC Swaps Whistleblowers

Meeting of the SEC Advisory Committee on Small and Emerging Companies

The Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies met on March 4 to discuss various topics related to facilitating the secondary market for trading securities of small and emerging...more

3/10/2015 - Accredited Investors Emerging Growth Companies IPO Public Offerings Regulation A SEC SEC Advisory Committee Small Business Startups

Corporate and Financial Weekly Digest - Volume X, Issue 9

In this issue: - Meeting of the SEC Advisory Committee on Small and Emerging Companies - Financial Action Task Force Publishes Updated List of Deficient Jurisdictions - CFTC to Host Roundtable on...more

3/9/2015 - CFTC Cybersecurity Destruction of Evidence EU FATF Foreign Banks Jurisdiction Risk Alert Sarbanes-Oxley SCOTUS SEC Small Business Volcker Rule

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