Board of Directors, SEC | JD Supra Law News

Best Laid Plans Gone Awry: Practices for Rule 10b5-1 Trading Plans

by Sarah A. Good, Laura Hurtado, Gabriella Lombardi, Cindy V. Schlaefer, Brian Wong | Pillsbury Winthrop Shaw Pittman LLP on 5/10/2013

Rule 10b5-1 trading plans are in the limelight due to investigations initiated by U.S. Attorney’s Offices and the SEC into possible abuses by corporate executives of such plans. Now, more than ever, companies and their boards...more

Corporate & Tax E-Note - March 28, 2013

by Edward Brown, Benjamin Coulter, Kevin Doherty, C. Logan Hinkle, Mignon Lunsford, Debra Lee Mackey | Burr & Forman on 4/3/2013

In This Issue: - SEC Yet to Release Jumpstart Our Business Startups Act Guidelines - IRS Crackdown on Contract Workers Has Small Businesses Concerned - Accelerated Filers Found to be Filing More Restatements -...more

Is Your D&O Policy Bankrupt-Ready? 10 Underwriting Tips To Protect Your Directors and Officers

by Rachel Kronowitz | Gilbert LLP on 4/2/2013

Protection of the personal assets of board members and c-suit corporate officers through indemnification and insurance is a challenge for financially troubled companies seeking to retain and hire the best people to help...more

SEC Commissioner Emphasizes the Need for Robust Proxy Disclosure

by Paul S. Lawler | Holland & Knight LLP on 3/5/2013

On February 20, 2013, SEC Commissioner Luis A. Aguilar delivered a speech regarding the need for more robust disclosure in proxy statements and highlighted areas in which disclosure can be substantially improved....more

SEC Commissioner Gives Speech On Proxy Disclosure

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 3/1/2013

SEC Commissioner Luis A. Aguilar recently gave a speech setting forth his views on proxy disclosure. Some of the more interesting points were...more

SEC And FBI Try To Ketchup To Heinz Insider Traders

by Jim Burns Jr., Jennifer Liu, Katie Lieberg Stowe | Orrick - Securities Litigation and Regulatory... on 2/26/2013

In the latest development in an SEC lawsuit filed Friday, February 15, U.S. District Judge Rakoff extended a freeze on a Swiss Goldman Sachs account linked to possible insider trading in H.J. Heinz Company call options. The...more

Thinking Ahead - Opinions About Trends and Challenges in Today's Health Care Industry: What Next for WellPoint After the CEO...

by Eric Klein | Sheppard Mullin Richter & Hampton LLP on 2/18/2013

This week brought the announcement that WellPoint Inc. selected Joseph Swedish to become its next Chief Executive Officer. Swedish will leave his position as CEO of nonprofit Catholic health system Trinity Health, which has...more

District Court Widens Split On Whether Complaints Of Alleged Future Misconduct Are Protected

by Noa Baddish, Harris M. Mufson, Steven J. Pearlman | Proskauer - Whistleblowing & Retaliation on 2/18/2013

The U.S. District Court for the Central District of California ruled that a SOX whistleblower complaint survived a Rule 12(b)(6) challenge on “reasonable belief” grounds and found that complaints of potential future...more

Lessons Learned in 2012

by Franc E. Del Fosse III | Snell & Wilmer L.L.P. on 1/10/2013

As one calendar year ends and the next begins, it is natural to look back to take an inventory of lessons learned and to look forward in an attempt to implement such lessons. The year 2012 certainly had its fair share of...more

Delaware Law Update — Delaware Court Applies Heightened Scrutiny to Director Compensation

by Joshua Schneiderman | Snell & Wilmer L.L.P. on 1/8/2013

In an era of intense investor scrutiny and SEC rulemaking regarding executive compensation, a recent decision by the Delaware Court of Chancery raises questions as to the protections afforded to directors when granting...more

Considerations for the 2013 Form 10-K and Annual Proxy Season

by Colin Diamond, Holt Goddard, David Johansen, Michelle Rutta | White & Case LLP on 1/7/2013

The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more

SEC Accuses Fund Directors of Breaching Their Valuation Duties

by Jay G. Baris, Kelley A. Howes | Morrison & Foerster LLP on 1/4/2013

In a case involving fair valuation of structured notes, the SEC signaled that when investment company fund boards delegate the responsibility to fair value portfolio securities, they must provide “meaningful substantive...more

Corporate Communicator - Winter 2013

by Jeff E. Beck, Franc E. Del Fosse III, Joseph M. Miller, Joshua Schneiderman, Jeffrey A. Scudder | Snell & Wilmer L.L.P. on 12/29/2012

In This Issue: - 2013 Annual Meeting Season - Dealing with ISS and Other Proxy Advisory Firms this Proxy Season - SEC Update - Other NYSE/NASDAQ Developments - Delaware Law Update — Delaware Court Applies...more

SEC Charges Eight Mutual Fund Directors for Failure on Valuations

by Kathleen H. Moriarty, Peter J. Shea, Gregory E. Xethalis | Katten Muchin Rosenman LLP on 12/29/2012

On December 10, the Securities and Exchange Commission announced charges against eight former member of the boards of directors overseeing five mutual funds for violating their asset pricing responsibilities under the federal...more

A Compilation of Enforcement and Non-Enforcement Actions - December 28, 2012

by Michael G. Dana, Peter D. Fetzer, Terry D. Nelson | Foley & Lardner LLP on 12/28/2012

In This Issue: Non-Enforcement Matters: - New SEC Registrants Under Dodd-Frank to Be Focus of SEC Examination Program - FINRA Rule 5123 Revisited Enforcement Matters: - SEC Accuses...more

SEC Focuses on Fair Valuation in Recent Enforcement Cases

by Dechert LLP on 12/21/2012

The U.S. Securities and Exchange Commission (SEC) issued an order commencing an administrative proceeding against the former members of the boards of directors (Boards) of five registered investment companies on December 10,...more

SEC Brings Enforcement Action Against Mutual Fund Directors For Alleged Failures in Oversight of Valuation Committee

by Ropes & Gray LLP on 12/14/2012

On December 10, 2012, the SEC filed an order instituting enforcement proceedings (the “OIP”) against both the interested and the independent directors of five registered investment companies advised by Morgan Asset...more

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Board of Directors › Securities & Exchange Commission