Board of Directors Securities & Exchange Commission

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Your daily dose of financial news The Brief – 4.28.16

As expected, the Fed held steady on rates as it waits for the American economy and labor market to keep improving. June remains on the table for the next incremental increase, though some analysts are shifting expectations...more

SEC Charges Biotech Company and Its Officers with Misleading Investors by Failing to Disclose FDA Concerns and Recommendations

On March 29, 2016, the Securities and Exchange Commission (SEC) announced charges against a biotech company and three of its officers for securities fraud. The company has agreed to pay $4 million to resolve the charges...more

SEC Chair Discusses Enhanced Director Oversight

In a recent speech, SEC Chair Mary Jo White discussed the current role of mutual fund directors and what the SEC expects of them going forward. The Role of Independent Directors in Assessing Risk - In remarks at the...more

Is the SEC Poised to Broaden Standard Co-Investment Relief?

The U.S. Securities and Exchange Commission (SEC) Division of Investment Management recently issued a notice with regard to the application for co-investment relief filed by Apollo Investment Corporation and certain of its...more

2016 IPO Report

Our 2016 IPO Report offers a detailed analysis of, and outlook for, the IPO market, plus useful IPO market metrics. We look at rates of adoption of JOBS Act relief by emerging growth companies, and recent FAST Act amendments...more

Your daily dose of financial news The Brief – 3.24.16

In a move that will surprise no regular reader here, Starboard Value has announced plans to put up its own slate of directors for Yahoo in an attempt to oust its “entire incumbent board” – NYTimes and WSJ... The Deal...more

Corporate Directors in the Enforcement Cross-Hairs

We have all been reading (over and over) about the Yates Memorandum and the renewed focus on individual culpability. As I have said (over and over), the proof will be in the results – if we see an increased number of criminal...more

NASDAQ Resubmits Proposed Rule on Golden Leash Arrangements

On March 15, 2016, the NASDAQ Stock Market LLC resubmitted its proposed rule requiring NASDAQ-listed companies to publicly disclose third-party compensation arrangements for board members and board nominees, commonly referred...more

Blog: Nasdaq Resubmits Proposal For Disclosure Of “Golden Leash” Arrangements

On March 15, Nasdaq resubmitted its “golden leash” disclosure proposal to the SEC. As discussed in this Pubco post, the proposal, which originally was rejected on technical grounds, relates to third-party compensation of...more

NASDAQ Resubmits Proposed Rule Requiring Disclosure of "Golden Leash" Arrangements

As we previously reported, on January 28, 2016, the NASDAQ Stock Market LLC proposed a change to its Listing Rules that, if implemented, would have required NASDAQ-listed companies to publicly disclose so-called “golden...more

SEC Guidance Advises Funds to Review and Update Risk Disclosures Regarding Market Conditions

The staff of the SEC’s Division of Investment Management has released guidance recommending that funds review their risk disclosures on an ongoing basis and update them, as necessary, to reflect changes in market conditions....more

Maloney Introduces Board Gender Diversity Bill

Congresswoman Carolyn Maloney introduced HR 4718, which would require that the SEC establish a Gender Diversity Advisory Group. The Group would be responsible for studying and making recommendations to the Commission on...more

Orrick Technology IPO Insights Newsletter Q4 2015

After two robust years for IPOs, 2015 was a disappointment for tech IPOs. In fact, proceeds raised by IPOs across all industries have been estimated to be in the range of $30 billion, which is a six-year low. More alarming...more

Board Diversity

A group of Democratic Congressmen wrote to Chair White urging the Securities and Exchange Commission to take action to consider additional disclosure requirements...more

Director and Executive Compensation Remains a Hot Topic for 2016

A series of recent Delaware Chancery Court and Securities and Exchange Commission (“SEC”) decisions—coupled with anticipated SEC action to finalize the three remaining Dodd-Frank Wall Street Reform and Consumer Protection Act...more

Blog: Nasdaq Proposes “Golden Leash” Disclosure, But Will It Prohibit The Practice?

At the end of January, Nasdaq filed with the SEC a rule proposal related to third-party compensation of directors in connection with their candidacy for and/or service on company boards, often referred to as “golden leash”...more

U.S. Senate and House Members Urge SEC to Require Further Board Nominee Diversity Disclosures

On March 2, 2016, a number of U.S. Senate and House members sent a letter to SEC Chair Mary Jo White urging the Commission to speed-up its review of a rulemaking petition that would require increased disclosures regarding...more

Mixed Enforcement Messages (and What’s in a Name?)

Not long ago I wrote about a speech by Andrew Ceresney, Director of the SEC’s Division of Enforcement, at the Directors Forum 2016 in San Diego. In his speech, Mr. Ceresney made a point of noting the SEC’s continuing...more

Beefing Up Director Compensation Disclosures

With calendar year companies currently in the midst of drafting their proxy statements, it is time to consider the often overlooked director compensation disclosures. Changes in director compensation...more

Bank Executives, Board Members Hit With SEC Fraud Charges

Why it matters - A group of bank executives and board members were hit with fraud charges by the Securities and Exchange Commission (SEC), with the agency accusing the defendants of engaging in a scheme to mislead...more

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

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