News & Analysis as of

Corporate Governance Dodd-Frank Wall Street Reform and Consumer Protection Act

The Era of Private Ordering for Corporate Governance

by Dorsey & Whitney LLP on

Following the 2016 election, corporate governance circles have focused intently on what will happen in the nation’s capital with regard to a potential roll back of the current regulatory regime. The Trump Administration...more

Blog: What’s Happening With Those SEC Proposals For Dodd-Frank Clawbacks And Disclosure Of Pay For Performance And Hedging?...

by Cooley LLP on

The SEC’s latest Regulatory Flexibility Agenda, which identifies those regs that the SEC intends to propose or adopt in the coming year— and those deferred for a later time—has now been posted. The Agenda shifts to the...more

Blog: Will The House Now Try To Undo SOX?

by Cooley LLP on

What’s next for the House after taking on Dodd-Frank in the Financial CHOICE Act? Apparently, it’s time to revisit SOX. The Subcommittee on Capital Markets, Securities, and Investment of the House Financial Services Committee...more

What’s Happening with Pay Ratio Disclosures?

Well, we’re more than half-way through the year, Independence Day has come and gone, the 2018 proxy season is closer than it used to be, and we still don’t know whether pay ratio disclosures will go away. A brief...more

“Creating Hope and Opportunity for Investors, Consumers and Entrepreneurs” – House Passes Financial Reform Bill

by Snell & Wilmer on

On June 8, the House of Representatives passed the Financial CHOICE Act of 2017 in a bid to reform the financial regulatory system created by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The bill, which...more

Potential Impact of Financial CHOICE Act on Corporate Governance and SEC Reporting and Disclosure Requirements

On June 8, 2017, the House of Representatives passed, by a 233-186 vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features of the...more

SEC Issues Updated Statement on Conflict Minerals Rule

by Ropes & Gray LLP on

On Friday afternoon, the SEC’s Division of Corporation Finance issued an Updated Statement on the Conflict Minerals Rule (the “Rule”). An updated Statement was widely anticipated. Earlier in the week, on April 3rd, the U.S....more

Repeal of Resource Extraction Disclosure Rule

by Morrison & Foerster LLP on

On February 14, 2017, President Trump approved Congress’ joint resolution to repeal the SEC’s resource extraction disclosure rule. That action effectively brings to a conclusion the SEC’s efforts to implement a resource...more

"Key Takeaways: Corporate Governance Series — Key SEC Financial Reporting, Accounting and Enforcement Matters"

On February 2, 2017, Skadden hosted a webinar titled “Key SEC Financial Reporting, Accounting and Enforcement Matters,” the third installment of our four-part Corporate Governance Series focused on trends in corporate...more

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

The Financial Report, Volume 6, Number 3

by DLA Piper on

The Ninth Circuit Court of Appeals in San Francisco is poised to rule on, with respect to President Donald Trump’s recent executive order on immigration, the question of how much power a president has to issue executive...more

"US Corporate Governance: Will Private Ordering Trump Political Change?"

In the weeks following the U.S. presidential election, companies and investors enjoyed a stock market rally fueled by expectations concerning tax cuts, increased government spending and significant deregulation. While the...more

The Fall of Section 1504: Congress Votes to Repeal the Revenue Transparency Rule

Congress passed a joint resolution this week expressing its disapproval of the revenue transparency rule issued last June by the Securities and Exchange Commission. The rule, issued pursuant to Section 1504 of the Dodd-Frank...more

Securities and Governance Updates – January 2017

by BakerHostetler on

As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this first edition of our Securities & Governance Bulletin. This resource is designed to keep executives, corporate...more

The “New” Face of Corporate Misconduct

by Michael Volkov on

As we look across the corporate governance landscape and focus on the spikes of corporate scandals, I started to wonder if there was any pattern or trend to the nature of corporate scandals....more

Reminders for US Public Companies for the 2017 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2017 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Blog: Likely Interim SEC Chair Spells Out His Priorities

by Cooley LLP on

According to this article in the WSJ, SEC Commissioner Michael Piwowar, who will probably become acting Chair when current Chair Mary Jo White steps down this month, has agreed with fellow Commissioner Kara Stein about...more

"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more

Blog: Hitting Populist Note, U.K. Proposes Enhancements To Corporate Governance — Will The New U.S. Administration Follow The...

by Cooley LLP on

One of the prevailing narratives of the recent Presidential election was that the same gestalt that drove the Brits to vote for Brexit also animated the pro-Trump forces and led to his presidential victory. Why then, when it...more

Quick Guide to REIT IPOs - 2016

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

In Case You Missed It - Interesting Items for Corporate Counsel - November 2016

by Stoel Rives LLP on

Wow. Goodness knows what changes might start flowing after January 20, or how quickly repeal of Dodd-Frank will be proposed. Just for fun, here are two law-related predictions: - Senator Warren’s nutty call to remove...more

Changes in the Balance of Power: The Board Versus CEO

by Michael Volkov on

There is no doubt that corporate boards operate under greater scrutiny. The trend is clearly to hold boards and individual members accountable. But this is not the result of government prosecution; rather, this trend reflects...more

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

by Morrison & Foerster LLP on

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

by Dechert LLP on

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

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