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Court Of Chancery Explains Creditor’s Right To File Fiduciary Duty Claims

While it is generally known that creditors may only file derivative suits when the company is insolvent, there have been many open issues about what exactly that means. This decision answers many of those questions by...more

Locke Lord QuickStudy: Public Companies Face “Pay for Performance” Disclosure Based on Total Shareholder Return

Public company proxy statements would have to disclose the total compensation “actually paid” to their principal executive officers over the previous five years, then describe the relationship between that compensation and...more

Finally! SEC Proposes New Pay for Performance Disclosure Regulations

On April 29, 2015, in accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”), the Securities and Exchange Commission (the “SEC”) issued a press release and published...more

Das Gesetz zur Quote tritt in Kraft

Nach der auch öffentlich lebhaft geführten Debatte um die Quote und der Vielzahl an Änderungen und Modifikationen im Rahmen des Gesetzgebungsverfahrens ist der finale Gesetzestext nunmehr in Kraft getreten. Viele Unternehmen...more

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

SEC Proposes Pay Versus Performance Disclosure Rules

On Wednesday, April 29, 2015, the SEC proposed rules on the disclosure of executive pay versus company performance. The proposed rules implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act,...more

SEC Proposes Long-Awaited Pay for Performance Rules

On April 29, 2015, in a 3-2 vote of commissioners cast along party lines, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer...more

Court Sorts Out California RULLCA Transition Muddle

Monday, I wrote about Kennedy v. Kennedy, 2015 Cal. App. LEXIS 329 (Apr. 20, 2015).  That post discussed the Court of Appeal’s holding that under the General Corporation Law the dismissal of a cause of action for involuntary...more

Developments in Prospectus Exemptions

On May 5, 2015, certain changes to the prospectus exemptions under National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) come into force. These changes include amendments to the accredited investor exemption and the...more

Proxy Access — Week of April 26

During the week of April 26, 2015, 8-Ks were filed that disclosed two shareholder sponsored proxy access proposals passed and two failed. All required three percent ownership for three years and all were opposed by the...more

SEC Releases Cybersecurity Guidance, Highlights Compliance Role

The SEC’s Division of Investment Management recently released cybersecurity guidance highlighting best practices and warning that cybersecurity breaches and deficiencies in cybersecurity programs could cause funds and...more

SEC Adopts Rules to Implement Regulation A+, Providing New Avenue for Capital Formation

Overview - On March 25, 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A (Regulation A+) pursuant to Section 401 of the Jumpstart Our Business Startups Act (JOBS Act) for offers...more

Executive Compensation Alert: SEC Proposes Pay Versus Performance Rules

The Securities and Exchange Commission (the “SEC”) has proposed new rules required by Section 953(a) of the Dodd-Frank Act that would require companies to disclose the relationship between compensation actually paid to...more

Dismissal Of Involuntary Dissolution Action Pulls The Plug On Corporate Buy Out

Sometimes, shareholders are divided on whether a corporation should live or die. In these cases, the California Corporations Code provides an option that allows for the continued existence of a corporation. In any action...more

SEC Updates Guidance on Cybersecurity

Emphasizing the critical importance of cybersecurity to registered investment companies (RICs), including insurance separate accounts and business development companies, and to investment advisers, the SEC’s Division of...more

SEC Announces Pay Versus Performance Proposal

On April 29, 2015, the Securities and Exchange Commission announced the long-awaited proposal to disclose the relationship between executive pay and a company’s financial performance (the Pay to Performance Proposal)....more

Director Equity Grants Subject to Entire Fairness Review

In Valma v. Templeton et al, the Delaware Court of Chancery held that grants of restricted stock units, or RSUs, to directors of Citrix Systems, Inc. were subject to an entire fairness standard of review. The court found...more

SEC Proposes Rules to Require Disclosure Regarding the Relationship Between Executive Pay and Company Financial Performance

On April 29, the Securities and Exchange Commission published proposed rules that would require companies to disclose the relationship between executive compensation and the financial performance of the company, as well as...more

Blog: With Two Dissents, SEC Proposes Pay-For-Performance Disclosure Rules

Wednesday, by a three to two margin, the SEC voted to propose rules requiring companies to disclose executive pay for performance. The proposal comes five years after passage of Dodd-Frank, which imposed the obligation on the...more

Final Regulations on Section 162(m) Deduction Limit Exceptions

New final regulations(the “Final Regulations”) have been issued clarifying and altering the “qualified performance-based compensation” exception and the transitional “reliance period” exception for newly public companies to...more

Acquiring a US Public Company: An Overview for the Non-US Acquirer

In This Issue: - Introduction - The US M&A Market - Friendly or Hostile? Deciding on the Approach to a Target - The Basics: Transaction Structures A. One-Step: Statutory Merger B....more

Blog: Senator Urges SEC To Revisit Rules And Policies On Stock Buybacks

Data compiled by S&P and Bloomberg shows that companies in the S&P 500 spent 95% of their earnings on repurchases and dividends in 2014, including spending $553 billion on stock buybacks in 2014. ...more

Implementing an Effective Third Party “Audit” Program

Explore new approaches to third party audits for a more effective, risk-aligned third party risk management program.    Compliance officers have been insisting on (and should continue to insist on) including third party...more

Blog: Amnesty International And Global Witness Scold Companies For Poor Performance In Complying With Conflict Minerals Rule

Amnesty International and Global Witness have posted a paper, “Digging for Transparency,” evaluating the performance by 100 public companies in their inaugural season of conflict minerals reporting. The overall reaction:...more

UAE Corporate Law Reform

The UAE has recently passed a new commercial companies law and approved some key changes to its public takeover regime. 1. New UAE Commercial Companies Law UAE Federal Law No. (2) of 2015 Concerning Commercial...more

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