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

Kohn, Kohn & Colapinto LLP

Whistleblower Awards for Auditors are Key to Meeting OECD Guidelines

According to the Institute of Internal Auditors “Politics of Internal Auditing” (2015), 55% of chief audit executives were directed to commit important findings from their audit reports. 49% of chief audit executives were...more

GeoDataVision

The Coming Perfect Storm

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Podcast #69, "The Coming Perfect Storm," features a discussion between Dean and Len Suzio about new regulatory challenges for the banking sector. Len highlights the implications of two key regulations: Section 1071 of the...more

Skadden, Arps, Slate, Meagher & Flom LLP

December 1 Deadline Approaches for Listed Companies To Adopt a Dodd-Frank Compliant Clawback Policy

By Friday, December 1, 2023, listed companies must adopt a Dodd-Frank-compliant clawback policy. As background, on February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) proposed listing...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Approves Stock Exchange Rules for Dodd-Frank Clawbacks

On June 9, 2023, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, the New York Stock Exchange’s (NYSE) and Nasdaq Stock Market’s (Nasdaq) proposed listing standards implementing the SEC’s...more

BakerHostetler

SEC Approves Final Nasdaq and NYSE Rules Regarding Recovery of Incentive-Based Executive Compensation Awarded in Error with...

BakerHostetler on

The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the Securities and Exchange Commission (SEC) to direct national securities exchanges to prohibit the listing of issuers that do not develop and...more

BCLP

SEC penalizes company with good disclosures for insufficient controls

BCLP on

What happened? In a recent settlement order, the SEC charged Activision Blizzard with failing to maintain adequate disclosure controls and procedures. Notably, the SEC did not claim that the company’s SEC filings were...more

BCLP

Mark Your Calendar: 2023 Key Compliance Deadlines for SEC’s Final Compensation Clawback Rules

BCLP on

As discussed in our recent blog post, the SEC recently adopted final executive officer incentive compensation clawback rules (the “Clawback Rules”) pursuant to the requirements of the Dodd-Frank Act.  The Clawback Rules,...more

Holland & Knight LLP

Pay-Versus-Performance Disclosure: A Guide to Compliance in Year 1

Holland & Knight LLP on

The U.S. Securities and Exchange Commission (SEC) in August 2022 released the long-awaited final rules for pay-versus-performance disclosure that was mandated as part of the Dodd-Frank Wall Street Reform and Consumer...more

Mitratech Holdings, Inc

Fergus Allan on GRC in the UK & USA in 2019

We recently shared the opinions of 11 GRC experts on what developments to track in 2019. One of them, Fergus Allan of TORI Global, now provides more dimension and detail to his interesting outlook on what lies ahead....more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States

Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Katten Muchin Rosenman LLP

Corporate Financial Weekly Digest, Featuring Topics on CFTC, Banking, Executive Compensation and ERISA, and UK/EU Developments

CFTC - NFA Proposes Amendments to Compliance Rule 2-9(c) and Interpretive Notice: Compliance Rule 2-9: FCM and IB Anti-Money Laundering Program - On June 15, the National Futures Association (NFA) submitted to the...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Reporting & Compliance and Corporate Governance Series

On February 13, 2018, Skadden hosted a webinar titled “ SEC Reporting & Compliance and Corporate Governance Series: Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” Executive...more

Thomas Fox - Compliance Evangelist

This Week in FCPA-Episode 77, the Home for the Holidays Edition

Jay and I return for a wide-ranging discussion on some of the top compliance and ethics related stories of the week, including: 1. The DOJ/SEC FCPA Guidance turned 5 years old this week. For the compliance practitioner, it...more

The Volkov Law Group

The “New” Face of Corporate Misconduct

The Volkov Law Group 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

Troutman Pepper

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

Troutman Pepper on

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

BakerHostetler

SEC Adopts Pay Ratio Rules

BakerHostetler on

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

Adler Pollock & Sheehan P.C.

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

The Volkov Law Group

Washington Politics and Compliance

The Volkov Law Group on

Consider this posting a warning to everyone in the corporate governance field. I am not known for being a chicken little and screaming “the sky is falling, the sky is falling.” I tend to be a realist when it comes to politics...more

WilmerHale

SEC Plans Concept Release on Audit Committee Disclosures

WilmerHale on

The Securities and Exchange Commission plans to issue a concept release in early 2015 addressing possible changes in the audit committee disclosures in proxy statements. SEC Chair Mary Jo White disclosed this plan at the...more

Stinson - Corporate & Securities Law Blog

New Surprises in Final 2015 ISS Policy Updates

ISS has issued its 2015 policy updates. Unilateral Bylaw/Charter Amendments - This policy is new stand-alone policy. Previously these matters were evaluated under the ISS governance failure policy. ISS...more

King & Spalding

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

King & Spalding on

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

Troutman Pepper

Counsel to the Company: A Framework for Corporate Governance

Troutman Pepper on

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

Mintz - Securities & Capital Markets...

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

Latham & Watkins LLP

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

Latham & Watkins LLP on

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

Cohen & Gresser LLP

Top Disclosure and Governance Tips for 2014

Cohen & Gresser LLP on

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

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