Board of Directors Securities & Exchange Commission

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Corporate Communicator - Fall 2015: SEC Proposes Rules for the Clawback of Executive Compensation

In this issue of the Corporate Communicator, we bring you an article about the SEC’s recently released proposal to adopt rules for the clawback of executive compensation. The proposal is already controversial and it may prove...more

Court Of Chancery Upholds Stockholder Consents

Given the sanctity of the stockholder vote in Delaware law, it would be surprising if the Court of Chancery would ever reverse such a vote or the use of stockholder consents to take corporate action....more

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

The 15(c) Process Continues to be a Focus of the SEC Enforcement Staff

Two recent SEC Enforcement Division administrative settlements reinforce the importance for fund boards of directors and fund advisers to maintain a robust annual advisory contract renewal process....more

Don’t Be Caught Dead Handed: Avoiding Legal Challenges to Dead Hand Proxy Puts in Loan Agreements

A number of public companies have become the target of shareholder books and records inspection demands and litigation related to certain “change of control” provisions in their loan agreements. The type of provisions at...more

Proxy Access—the Devil Is in the Details

Proxy access, meaning the ability of stockholders to put their nominees on management’s proxy card and create a proxy contest without having to file their own proxy statement, was the marquee issue of the 2015 proxy season....more

New SEC And PCAOB Proposals Related To Audit Committee Disclosure And Audit Quality

OVERVIEW - On July 1, 2015, the US Securities and Exchange Commission (SEC) issued a concept release relating to its audit committee reporting requirements. This release references two Public Company Accounting Oversight...more

Conflicts of Interest: When You're Having Too Much Fun at That Business Lunch

How should fund directors monitor gifts and entertainment received by investment adviser personnel? This question moved to the forefront in February, when the Securities and Exchange Commission’s Division of Investment...more

Regulators Issue Final Dodd-Frank Standards for Assessing Diversity Policies and Practices of Covered Entities in the Financial...

On June 9, 2015, six federal agencies (“Agencies”) subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Act”) issued much-anticipated joint final standards (“Final Standards”) in accordance with...more

A Plain English Guide to the SEC's Compensation Clawback Rules

As accounting restatements occur relatively infrequently, and the severity is often modest, the proposed “clawback” rules represent more of a "check the box" compliance activity than a real enforcement threat....more

Private Equity Newsletter - Summer 2015 Edition: SEC Charges Corporate Insiders for Failing to Update Beneficial Ownership...

Enforcement actions raise potential disclosure concerns for private equity sponsors exploring investments in public companies - Earlier this year, the U.S. Securities and Exchange Commission (“SEC”) announced charges...more

No Calm In Delaware After Calma v. Templeton

In derivative suits, cases are essentially lost and won at the motion to dismiss stage.  Unless the defendants succeed in winning dismissal, they must confront an unhappy choice between continued litigation with all of its...more

Blog: Does Auditor Rotation Impair Professional Skepticism?

CFO.com is reporting on a study published in a leading accounting journal The Accounting Review (payment required) that reaches the counter-intuitive conclusion that auditor rotation actually impairs professional skepticism....more

3 Ways to Improve Compliance Training

As the compliance profession matures and evolves, the elements of an effective compliance program follow a similar pattern. Compliance training programs have become more sophisticated over the last five years, as...more

The Claws Are Out – SEC Proposes Clawback Regulations Under Dodd-Frank

Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Securities and Exchange Commission (“SEC”) has issued the last of its proposed rules to implement the...more

SEC Proposes Rules on Clawback Policies

What you need to know: On July 1, 2015, the SEC proposed rules, provided for as part of the Dodd-Frank Act, that will require companies listed on US stock exchanges to adopt, enforce and disclose policies with respect to...more

Summary of SEC's Proposed Rule on Executive Compensation Clawbacks

The Dodd-Frank Act required the Securities & Exchange Commission (SEC) to adopt rules that direct national securities exchanges (such as the NYSE and NASDAQ) to require listed companies to implement and disclose their...more

SEC Proposes Broadened Rules on Clawback of Incentive-Based Compensation

Proposed Rules would require increased disclosures on companies’ recovery processes and affect the majority of issuers with listed securities. Background - On July 1, 2015, the Securities and Exchange Commission...more

SEC Issues Concept Release Requesting Input on Potential Audit Committee Disclosure Requirements

At an open meeting held on July 1, 2015, the Securities and Exchange Commission (SEC) issued a concept release seeking input on whether it should adopt rules requiring additional disclosures for audit committees, with a focus...more

SEC Proposes Broad Executive Compensation Clawback Rules in Connection with Accounting Restatements

Recovery provisions would apply on a no-fault basis to executive officers of virtually all exchange-listed companies who received incentive-based compensation during the three fiscal years preceding an accounting restatement...more

SEC Commissioner Urges Cooperation Between Regulators and Companies in Fight Against Cyber-Crime; Highlights SEC’s Recent Efforts

On June 25, 2015, Luis Aguilar, a Commissioner at the U.S. Securities and Exchange Commission (“SEC”), provided remarks at the SINET Innovation Summit. In his remarks, Commissioner Aguilar emphasized the need for the public...more

How Public Companies Can Prepare For The Executive Compensation Clawback Regime

Many public companies have not waited for the Securities Exchange Commission (SEC) to mandate executive compensation recovery policies, as required by the Dodd-Frank Act. Shareholder and peer pressure has resulted in the...more

Who is responsible for risk? As we continue to untangle the impact of the financial crisis, companies are finally asking who...

Prior to the financial crisis, risk management was often a box-ticking exercise of little or no interest to executives. Since then, however, it has climbed to the top of the boardroom priority list. The fall of Lehman...more

SEC Proposes New Clawback Rules

Last Wednesday, the Securities and Exchange Commission (SEC) proposed new Rule 10D-1 to require public companies to adopt and enforce clawback policies to recoup incentive-based compensation paid to current and former...more

SEC Proposes Rule Regarding Clawback of Erroneously Awarded Incentive-Based Compensation

The SEC has proposed Rule 10D-1 under the Securities Exchange Act of 1934 to implement the clawback provisions contained in Section 954 of the Dodd-Frank Act. Under the proposal, in the event that a public company restates...more

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