Board of Directors Securities & Exchange Commission

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Defining Diversity

In 1970, Helen Reddy secured a record contract. Then, she changed music and helped to shape and define the women’s movement in the ’70s by recording 10 new songs, one of which was the iconic and enduring “I Am Woman,” which...more

New Bill Would Require Cybersecurity Disclosures by Publicly Traded Companies

Why it matters - In the continuing efforts to enact cybersecurity legislation and advise the public about cybersecurity preparedness, a new bill introduced in the Senate would mandate that publicly traded companies...more

SEC Staff Issues Guidance on Mutual Fund Distribution Arrangements

Recently issued SEC staff guidance reminds mutual fund directors of their obligations to evaluate fund payments to financial intermediaries and emphasizes investment advisers’ and other service providers’ obligation to...more

GAO Publishes Report on Gender Diversity of Corporate Boards

On December 3, 2015, the United States Government Accountability Office (GAO) published its report analyzing the history of gender diversity of U.S. corporate boards and provided recommendations for improving female board...more

Top 10 Topics for Directors in 2016: Executive Compensation

Executive and Director Compensation - Perennially in the spotlight, executive compensation will continue to be a hot topic for directors in 2016. But this year, due to the SEC’s active rulemaking in 2015, directors will...more

Reminders for Public Companies for the 2016 Annual Reporting and Proxy Season

This memorandum summarizes key developments that public companies should consider in drafting their disclosures and reviewing their existing corporate governance policies and procedures in preparation for the 2016 annual...more

"US Corporate Governance: Have We Crossed the Rubicon?"

The general themes on the corporate governance front — shareholder activism, governance activism, scrutiny of board composition, concerns regarding board oversight of risk management, director-shareholder engagement — remain...more

Top 10 Topics for Directors in 2016: Audit Committees

Audit Committees - Averaging 8.8 meetings a year, audit continues to be the most time-consuming committee.i Audit committees are burdened not only with overseeing a company’s risks, but also a host of other...more

SEC Releases Guidance Following Distribution-in-Guise Sweep

The SEC has released guidance describing the steps that fund complexes and their boards can take to ensure that their funds are not paying for distribution from fund assets outside of a rule 12b-1 plan through the...more

Blog: NYC Comptroller Submits Proxy Access Proposals To 72 Companies For 2016

As noted in TheCorporateCounsel.net blog, New York City Comptroller Scott Stringer has once again submitted, on behalf of a number of NYC pension funds, a raft of shareholder proposals for proxy access as part of the...more

SEC Staff Guidance on Fund Distribution and Sub-Accounting Fees: Emphasis on Process and Fully Informed Directors

In regulatory guidance published on January 6, 2016, the SEC’s Division of Investment Management tackled the knotty issue of how mutual funds, their investment advisers and independent fund directors should evaluate...more

Corporate Communicator - Winter 2016: 2016 Annual Meeting Season

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

Derivatives Rule Proposal: More Work for Overburdened Fund Directors

The Securities and Exchange Commission’s proposals to modernize its regulation of fund use of derivatives and leverage again increase the scope and complexity of the responsibilities of investment company fund directors. If...more

SEC Proposes Requirements for Funds’ Use of Derivatives and Other Financial Transactions

If adopted, the proposed requirements would significantly alter funds’ ability to enter into derivatives and other financial transactions, present new operational challenges, expand reporting requirements, and impose new and...more

Viewpoints - Issue 23 - Board and Management Oversight of Corporate Culture

At their October 7, 2015, meeting in Washington, DC, Lead Director Network (LDN) members participated in a discussion with their chief legal officer and general counsel (GC) guests about how to foster a corporate culture that...more

2016 Compensation Committee Handbook

The Executive Compensation and Benefits Group at Skadden, Arps, Slate, Meagher & Flom LLP is pleased to provide you with this second edition of its Compensation Committee Handbook. This edition reflects developments in...more

Why are Companies and their Directors and Officers Still Behind on Cyber Security Oversight and Disclosure?

Over the past three years, I’ve been outspoken about the need for better board oversight of cyber security, as well as the need for better cyber security disclosure. The severity of the cyber threat is so significant to...more

"Glass Lewis Issues 2016 US Proxy Policy Guidelines"

Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below. Conflicting Shareholder...more

Deaf Ears: The Surprising Truth About Employee Whistleblowers

In some ways, whistleblowers represent the ultimate fear within a company: an employee goes to a watchdog to report something unethical, illegal, or otherwise improper, and a legal and organizational battle begins that sucks...more

"Corporate Finance Alert: SEC Finalizes Crowdfunding Rules, Proposes to Expand Intrastate Offering and Rule 504 Exemptions"

The U.S. Securities and Exchange Commission (SEC) recently took several important steps to facilitate smaller securities offerings. First, it adopted final rules for the new Securities Act exemption for securities-based...more

Business Litigation Alert: "Court Ruling Allows Whistleblower to Sue Board Members"

A recent ruling in California federal court (here) broadens legal protections for whistleblowers and expands who can be held liable in retaliation cases. In the case, Wadler v. Bio-Rad Labs., Inc., a federal judge ruled that...more

Corporate and Financial Weekly Digest - Volume X, Issue 42

SEC/CORPORATE - ISS Releases 2016 Draft Voting Policy Changes for Comment - On October 26, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes...more

A Compilation of Enforcement and Non-Enforcement Actions

Non-Enforcement - SEC Decides Against Mounting an Appeal in Koch Ruling - The July 2015 ruling by the D.C. Circuit Court in Koch v. SEC will apparently not be challenged by the SEC. The Court ruled in that...more

California Federal Court Expands Whistleblower Protections

What you need to know: Last week, the Northern District of California held in Wadler v. Bio-Rad Laboratories, a case of first impression, that members of a company’s Board of Directors can be held individually liable...more

SEC Issues Staff Legal Bulletin Outlining the Scope of the “Directly Conflicts” Exclusion under Rule 14a-8 and Providing Guidance...

On October 22, 2015, the SEC’s Division of Corporation Finance (the Division) issued Staff Legal Bulletin No. 14H (the SLB) in which it provides guidance on two key issues surrounding the exclusion of shareholder proposals...more

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