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Board of Directors Securities and Exchange Commission (SEC) Proposed Regulation

Fenwick & West LLP

Diversifying the Boardroom: What Silicon Valley-Based and Other Large Public Companies Disclosed in 2022

Fenwick & West LLP on

The intense focus on board diversity from a variety of stakeholders over the last several years has spurred many companies to examine the composition of their boards and to take action to diversify their boardrooms. While the...more

Katten Muchin Rosenman LLP

SEC Adopts Mandatory Rules for Clawing Back Incentive-Based Compensation: Questions and Answers for Public Companies and Best...

On October 26, the Securities and Exchange Commission (SEC) adopted long-delayed rules which will require companies to implement mandatory "clawback" policies with respect to incentive-based compensation if the company's...more

Allen Matkins

Could A "Red Wave" Wipe Out The SEC's Clawback Rules?

Allen Matkins on

The Securities and Exchange Commission new "clawback" rules were approved on a divided vote.  The two Republican members of the Commission, Hester M. Peirce and Mark T. Uyeda voted against adoption.  Tomorrow's election will...more

Katten Muchin Rosenman LLP

SEC Comment Period Ends for Controversial Proposal Regarding Clawbacks of Executive Incentive Compensation Without Official Action

On October 14, Chairman Gensler announced that the Securities and Exchange Commission (SEC) would reopen the comment period for the controversial compensation clawback rule that it had initially proposed in 2015 in response...more

Akin Gump Strauss Hauer & Feld LLP

SEC Proposes Rules for Requiring Universal Proxy Cards in Contested Director Elections

During its open meeting last week, the Securities and Exchange Commission (SEC) voted to propose amendments to the federal proxy rules to require the use of universal proxy cards for all annual or special meetings with...more

Parker Poe Adams & Bernstein LLP

SEC Proposes Rules to Require Universal Proxy Cards and other Changes

As SEC Chair Mary Jo White indicated in a June 2015 speech at the Society of Corporate Secretaries and Governance Professionals National Conference in Chicago, the SEC has now proposed new rules to modify the venerable proxy...more

Wilson Sonsini Goodrich & Rosati

SEC Proposes Universal Proxies in Proxy Contests

On October 26, 2016, the Securities and Exchange Commission (SEC) released proposed rules that would require the use of “universal” proxies in connection with contested elections of directors. If adopted, these rules would...more

Seyfarth Shaw LLP

SEC To Tighten Enforcement On Companies’ Accountability For The Glass Ceiling

Seyfarth Shaw LLP on

Seyfarth Synopsis: SEC announced they are proposing a new rule to elicit more information about the diversity of corporate board members, maintaining that the amount of minority directors at the largest public companies has...more

Winstead PC

Agencies Propose Incentive Compensation Rules for Financial Institutions

Winstead PC on

The Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the U.S. Securities and Exchange Commission recently proposed new restrictions...more

Dorsey & Whitney LLP

Third Time’s a Charm: NASDAQ Amends Proposed Rule Requiring Disclosure of “Golden Leash” Arrangements

Dorsey & Whitney LLP on

As we previously reported here, 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

WilmerHale

Finding The Perfect Derivatives Risk Manager

WilmerHale on

The Securities and Exchange Commission proposed in December a rule addressing the use of derivatives by registered investment companies. As part of the proposal, boards overseeing funds that invest in more than a limited...more

Latham & Watkins LLP

Revised Rules on Dodd-Frank Incentive Compensation Requirements for Financial Institutions Proposed

Latham & Watkins LLP on

If adopted, the Proposed Rule would have a significant impact on compensation practices at covered institutions. On April 21, 2016, the National Credit Union Administration (the NCUA) issued a proposed rule regarding...more

Dorsey & Whitney LLP

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

Dorsey & Whitney LLP on

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

Morgan Lewis

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

Morgan Lewis on

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

Foley & Lardner LLP

A Compilation of Enforcement and Non-Enforcement Actions

Foley & Lardner LLP on

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

Morrison & Foerster LLP

SEC Settles Charges that Investment Adviser Failed to Adequately Disclose Changes in Investment Strategy

Morrison & Foerster LLP on

The SEC settled charges with two investment advisers to a closed-end fund based on allegations that the advisers failed to adequately disclose a change in investment strategy to the fund’s board and its investors. The SEC...more

Foley & Lardner LLP

A Compilation of Enforcement and Non-Enforcement Actions

Foley & Lardner LLP on

Non-Enforcement Cybersecurity Is At the Top of SEC Examination Concerns In a recent SEC “risk alert” for registered broker-dealers and investment advisers, the SEC’s Office of Compliance Inspections and Examinations (OCIE)...more

Katten Muchin Rosenman LLP

SEC Proposes Liquidity Management Rules for Mutual Funds and ETFs

On September 22, the Securities and Exchange Commission proposed a comprehensive package of rule reforms designed to enhance effective liquidity risk management by open-end funds, including mutual funds and exchange-traded...more

Blake, Cassels & Graydon LLP

Canadian Coalition of Good Governance Advocates More Proxy Access

Earlier this year, the Canadian Coalition of Good Governance (CCGG) released its publication “Shareholder Involvement in the Director Nomination Process: Enhanced Engagement and Proxy Access”, proposing enhanced proxy access...more

Morgan Lewis

National Futures Association Proposes Cybersecurity Guidance for NFA Member Firms

Morgan Lewis on

NFA links NFA’s supervisory requirements with its proposed requirements mandating that NFA Members have information systems security programs. The National Futures Association (NFA) has proposed cybersecurity...more

Proskauer - Corporate Defense and Disputes

Proposed AML Regulations for Registered Investment Advisers Released by FinCEN

On August 25, 2015, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) released proposed rules that would require investment advisers that are registered or required to be registered (RIAs)...more

Faegre Drinker Biddle & Reath LLP

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

Womble Bond Dickinson

SEC Proposes New Clawback Rules

Womble Bond Dickinson on

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

Stinson - Corporate & Securities Law Blog

SEC Proposes Hedging Disclosures Regarding Directors, Officers and Employees

The SEC has proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as codified in Section 14(j) of the Exchange Act, which requires annual meeting proxy statement disclosure...more

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