News & Analysis as of

Lead Director Network: Viewpoints: A dialogue with Keith Higgins, Director of the SEC’s Division of Corporation Finance

On July 16, 2014, as part of a joint meeting between the Lead Director Network (LDN) and the Compensation Committee Leadership Network (CCLN), members of both networks met with Keith Higgins, director of the Division of...more

Counsel to the Company: A Framework for Corporate Governance

As a threshold matter, counsel must identify, and remain clear as to, the identity of its client, which may be the company or a subsidiary, the Board or Board committee, or one or more executives. The identity of the client...more

Commissioner Aguilar Addresses Boards’ Focus on Cybersecurity

One June 10th SEC Commissioner Luis Aguilar made a speech before the New York Stock Exchange, and he took the opportunity to discuss good corporate governance as it relates to cybersecurity and boards of directors....more

What Are the Regulators Thinking?

Recently the New England Chapter of the National Association of Corporate Directors presented a distinguished panel of current and former securities regulators discussing enforcement and governance issues facing boards of...more

The Good, the Bad and the Offer: Law, Lore and FAQs

An Updated Look at the World of Offers - It all seems simple enough. The concept of “offer” is broad under the securities laws, so companies and underwriters need to be careful about any publicity in connection with a...more

The Regulatory Agenda and the Board - 5 Key Issues

The Dodd-Frank Wall Street Reform and Consumer Act has been in effect for nearly four years, and almost 75 percent of the required regulations have been written or proposed. Issued regulations help to clarify requirements,...more

Top Disclosure and Governance Tips for 2014

The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the...more

SEC Update

PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more

Corporate Communicator - Winter 2014

2014 ANNUAL MEETING SEASON - Dear clients and friends, We present to you our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy...more

Considerations for 2014 Proxy Season and Beyond

Following are some topics that public companies may want to consider in preparation for the 2014 proxy season. Shareholder Proposals - The 2013 proxy season reflected a continued increase in the number of...more

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more

Corporate Risks: What Do Corporate Leaders Worry About?

This column may be another example of what I call — “ A profound grasp of the obvious.” ...more

Hyper-Focus On Corporate Governance: Dangers And Risks To Corporate Boards

Corporate boards are under increasing government and shareholder scrutiny. ...more

Dodd-Frank Act Essentials: Corporate Governance Reforms

This is the first in a recurring series of articles examining the Dodd-Frank Act and its implications for community banks. This quarter’s selection takes a closer look at reforms related to corporate governance...more

Community Banking Excellence - 2nd Quarter 2013

In This Issue: - Conversation with a Community Banking Professional: Jillian Gibson - Future of Community Banking Symposium Highlights - Dodd-Frank Act Essentials: Corporate Governance Reforms -...more

Four Key Board Responsibilities for Monitoring Risk and Compliance

Introduction: High Pressure Regulatory Environment - Now more than ever, there is increased regulatory pressure on organizations – and their Boards of Directors – to create and maintain effective ethics and compliance...more

Verbatim: Global Compliance - Quarterly Newsletter: Spring 2013

We've highlighted a few notable developments in corporate governance law taking place this spring that may be of interest to you. For more information on any of the topics listed below, please contact us at...more

Governance & Securities Law Focus: Asia Edition, April 2013

In this issue: - US DEVELOPMENTS - Securities and Exchange Commission (“SEC”) Developments - Noteworthy US Securities Law Litigation - Recent SEC/DOJ Enforcement Matters - EU DEVELOPMENTS...more

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4...more

Planning for the 2013 Annual Meeting and Reporting Season

As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more

Skadden's 2013 Insights

We are pleased to provide a collection of commentaries on the critical legal issues facing our clients in 2013. There is hope that global economic and market conditions will continue to improve despite ongoing...more

Swap Clearing and the Commercial End User Exception: Corporate Governance and Risk Management Issues for Commercial Companies

Central clearing of over-the-counter derivatives is a central pillar of the financial services reforms that are embodied in the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The presumption...more

Dodd-Frank Implementation: Navigating the Road Ahead

Table of Contents: Introduction; Financial Stability Reform; Resolution Planning; Agencies and Agency Oversight Reform; Securitization Reform; Derivatives Regulation; Investor Protection Reform; Credit Rating Agency...more

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