Corporate Issuers

News & Analysis as of

SEC Investment Management Staff Requests Certifications for Marked Copies of Exemptive Applications

The SEC’s Division of Investment Management issued an Information Update that describes the procedure for providing a version of an exemptive application marked to show changes from relevant precedent (in the case of an...more

Continuing Disclosure Misstatements – A Window Of Opportunity Before The SEC Comes Knocking

The Division of Enforcement (the “Division”) of the U.S. Securities and Exchange Commission recently announced the Municipalities Continuing Disclosure Cooperation Initiative (the “MCDC Initiative”)....more

The Corporate Governance Review: Chapter 4: Canada

OVERVIEW OF GOVERNANCE REGIME - Canada’s system of corporate governance is derived from the British common law model and strongly influenced by developments in the United States. While corporate governance practices in...more

Second Circuit To Issuers: You Need Not Disclose Every Single Asset In Your Registration Statements

That was the Second Circuit’s message to companies in a September 25, 2013 order (link) by upholding dismissal of claims against defendant Royal Bank of Scotland (“RBS”) for alleged failure to disclose enough information...more

SEC Proposes Pay Ratio Disclosure Requirements

By a 3-2 margin, the SEC voted to issue a proposal that would amend Item 402 of Regulation S-K to require an issuer to disclose (1) the median of the annual total compensation of all its employees other than its CEO, (2) the...more

Delaware Legislature Adopts Amendments to Delaware General Corporation Law

Effective as of August 1, 2013, the Delaware legislature adopted several significant amendments to the Delaware General Corporation Law (DGCL). ...more

ISS Unveils QuickScore – Review Validation Data Before February 8th

Institutional Shareholder Services, Inc. (“ISS”) last week introduced a new rating system called ISS Governance QuickScore that will replace its current GRId (Governance Risk Indicators) framework effective in late February /...more

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