News & Analysis as of

The Financial Choice Act: Implications for the U.S. Securities Legal Framework

On September 13, 2016, the House Financial Services Committee of the United States House of Representatives (the “FSC”) formally released H.R. 5983, the “Financial CHOICE Act” (the “CHOICE Act”). While the CHOICE Act has...more

SEC Requests Comment on Corporate Governance, Management and Security Holder Matters

The SEC is requesting public comment on certain disclosure requirements in Regulation S-K relating to management, certain security holders, and corporate governance matters contained in Subpart 400. This request is part of...more

US Federal Reserve Board Begins the Process of Regulating Insurance Companies

Nearly six years after the adoption of Dodd-Frank’s Title I, which provides for the regulation by the Board of Governors of the Federal Reserve System (Board) of non-bank financial companies – such as insurance companies,...more

Federal Agencies Release Joint Proposed Rule on Financial Institution Incentive-Based Compensation

Last month, consistent with their obligation under the Dodd-Frank Act, several federal agencies released for comment a joint proposed rule that would prohibit any incentive compensation that encourages inappropriate risk...more

Federal Regulator Issues Proposed Rule Aimed at Incentive Compensation Policies of Banking Organizations

On April 21, 2016, the National Credit Union Administration (collectively, with the Office of the Comptroller of the Currency, Treasury, Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation,...more

Nutter Bank Report, April 2016

The Nutter Bank Report is a monthly publication of the firm's Banking and Financial Services Group. Headlines 1. FDIC Approves Proposed Rule to Limit Incentive-Based Compensation Arrangements 2. Congress Considers...more

New Proposed Rules on Banker Incentive Compensation Released

The National Credit Union Administration, or NCUA, became the first of six Agencies to unveil a revised rule proposal under Section 956 of the Dodd-Frank Act: prohibiting incentive-based payment arrangements that the...more

Recent SEC Enforcement Actions and Public Commentary Demonstrate the Commission’s Continued Focus on Internal Control Failures

We have previously written about how, over the past few years, the SEC and other regulatory agencies have devoted substantial resources to investigations regarding allegations that public companies have inadequate internal...more

The State of Capitalism in the 21st Century

On February 1, 2016, K&L Gates LLP, The Washington Times and the U.S. Chamber of Commerce held a symposium entitled “Capitalism in the 21st Century.” The event explored emerging corporate governance considerations such as...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

Getting the Measure of EGC Corporate Governance Practices: A survey and related resources - February 2016

Corporate governance has changed dramatically since passage of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The level of shareholder engagement and institutional...more

2016 Proxy Season Checklist – What You Need to Know

As we roll into a new year and a new public company reporting season, public companies should be aware of a number of rule changes and rulemakings, Securities and Exchange Commission (SEC) staff guidance, disclosure trends...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

Securities Law and Corporate Governance Developments: A Look Back at 2015 and a Preview of 2016

Initiatives by Congress, the Securities and Exchange Commission (SEC), activist shareholders, and federal and state courts from 2015 will reshape public company disclosure and policies, and offer new avenues for private...more

2016 Proxy Season Field Guide

The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more

"Planning for the 2016 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2016 annual meeting and reporting season. We have prepared a checklist of essential areas we believe companies should focus on as they plan for 2016, including...more

Quick Guide to REIT IPOs - 2015

Real Estate Investment Trusts (“REITs”) are endlessly inventive. They were first developed in the 1960s as a means for ordinary retail investors to hold interests in real estate. The REIT market has waxed and waned over the...more

Securities and Corporate Governance Litigation Quarterly

Welcome to the fifth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

The Financial Report - Volume 4, No. 20 - October 2015 (Global)

Last Friday, the Securities and Exchange Commission published a 41-page report that provides private fund industry statistics and trends. The report aggregates data supplied by more than 2,600 private fund advisers on Form...more

Governance & Securities Law Focus: Latin America Edition, October 2015

This newsletter provides a snapshot of the principal US and selected global governance and securities law developments during the third quarter of 2015 that may be of interest to Latin American corporations and financial...more

Observation 3.0: Frequently Asked Questions and Answers on the Volcker Rule and the Implications for Foreign Banks Investing in...

1. Question: What is the Volcker Rule, and when does it take effect? Answer: The Volcker Rule was enacted into law as section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank...more

Blog: It’s Deja Vu All Over Again: House Bill To Repeal Pay-Ratio Provision

On September 30, the House Financial Services Committee approved, by a vote of 32 to 25, H.R. 414, the Burdensome Data Collection Act, following committee consideration and a mark-up session. Given that the bill is only one...more

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

SEC Adopts Pay Ratio Rules

On August 5, 2015, the Securities and Exchange Commission (“SEC”) adopted rules, as directed by Congress in Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 953(b)”), to require...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

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