News & Analysis as of

"SEC Conflict Minerals Disclosure Requirements Ruled Unconstitutional"

On April 14, the U.S. Court of Appeals for the District of Columbia Circuit ruled that the U.S. Securities and Exchange Commission’s conflict minerals disclosure requirements are unconstitutional and remanded the matter to...more

Appeals Court Opinion Changes Conflict Minerals Rules Compliance Landscape

On Monday, April 14, 2014, the U.S. Circuit Court of Appeals for the District of Columbia (the DC Circuit) struck down part of the federal rules requiring publicly traded companies to report on their use of “conflict...more

Court Ruling Regarding the Dodd-Frank Conflict Minerals Disclosure Requirements

A panel of the U.S. Court of Appeals for the D.C. Circuit held today that a portion of the SEC’s conflict minerals reporting regulations – and possibly a portion of the underlying Dodd Frank Act – compel speech in violation...more

SEC Issues New FAQs on Conflict Minerals

On April 7, the Division of Corporation Finance of the Securities and Exchange Commission issued nine new responses to frequently asked questions regarding the disclosure of conflict mineral usage that is required by rules...more

Corporate and Financial Weekly Digest - Volume IX, Issue 8

In this issue: - OTC Markets Proposes Amendments to OTCQX Rules and New Rules for US Banks - SEC Approves Changes to FINRA BrokerCheck Disclosure Rule 8312 - SEC to Examine Never-Before Examined...more

Could “Free Speech” Issues Derail the SEC’s Conflict Minerals Rule?

Shortly after the Securities and Exchange Commission (“SEC”) adopted its conflict minerals disclosure rule in August 2012, a coalition of business interests filed suit to challenge the SEC’s rule as unduly burdensome. That...more

"Will 2014 Be the ‘Year of the Foreign Private Issuer’?"

Experience in 2013 has shown that U.S. securities exchanges are once again becoming increasingly popular venues for listings by non-U.S. companies. The number of non-U.S. companies that conducted initial listings in the U.S....more

Executive Compensation Considerations for 2014

Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...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

Structured Thoughts -- Volume 4, Issue 14 -- December 2, 2013

In This Issue: Launching an Exempt Structured Products Program in the United States: Issues for Non-U.S. Banks to Consider; “Big-Boy Letters” Revisited: Pharos Decision Upheld by the Sixth Circuit.; SEC Addresses...more

Financial Services Bulletin: Action At The CFTC And CFPB

CFTC Proposes Registered Futures Association Membership Rules - On Friday, November 8, 2013, the Commodity Futures Trading Commission (the "CFTC") proposed amending its regulations to require that all persons...more

Deadline Looming for Comments on SEC Proposed Rules on CEO Pay Ratio Disclosure

The Securities and Exchange Commission (SEC) recently released its proposed rules to amend Item 402 of Regulation S-K to implement the pay ratio disclosure requirement in accordance with Section 953(b) of the Dodd-Frank Wall...more

SEC Chair Speaks on Public Company Disclosure

On October 15, Mary Jo White, Chairwoman of the Securities and Exchange Commission, delivered a speech to the National Association of Corporate Directors regarding the current state of public company disclosure. Chairwoman...more

SEC Proposes Pay Ratio Disclosures

The Securities and Exchange Commission (SEC) has proposed rules under the Dodd-Frank Act to require public companies to disclose the ratio of the annual total compensation of their principal executive officer (PEO) to the...more

Proposed CEO Pay Ratio Disclosure Rules: Another Piece of the Dodd-Frank Puzzle

Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") requires certain public companies to disclose how the compensation of the company's chief executive officer ("CEO") compares to...more

SEC Proposes Rules for Pay Ratio Disclosure

At an open meeting on September 18, 2013, the Securities and Exchange Commission (SEC) approved for public comment proposed "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and...more

The SEC's Proposed Pay Ratio Rule: What it Could Mean for Your Upcoming Filings

Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) mandates the Securities and Exchange Commission (SEC) to amend Item 402 of Regulation S-K (Item 402) to require certain companies to...more

SEC Issues Proposed "Pay Ratio" Disclosure Rules

The Securities and Exchange Commission recently issued proposed regulations on the “Pay Ratio” disclosure rules. Under these rules, a public company must disclose the ratio of the median of annual total compensation for all...more

The Corporate Communicator - Fall 2013

In this issue of the Corporate Communicator, we provide a summary of the Securities and Exchange Commission’s recently proposed pay ratio disclosures. The pay ratio (sometimes referred to as the “pay disparity” ratio)...more

The Financial Report - Volume 2, No. 17 • September 2013

Discussion and Analysis - Even some financial services industry professionals are confused. The 80-year-old prohibition on general solicitation ended on Monday of last week. This means it is now legal for companies to...more

SEC Proposes Rules on Pay Ratio Disclosure

On September 18, 2013, the Securities and Exchange Commission (the “SEC”) approved by a three-to-two vote proposed rules (the “Proposed Rules”) implementing Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer...more

SEC’s Proposed CEO Pay Ratio Disclosure Rule: What You Need to Know

On September 18, 2013, the Securities and Exchange Commission (SEC) released its proposal for additional executive compensation disclosure that, if adopted, will require U.S. domestic public companies to calculate and...more

U.S. Securities & Exchange Commission Proposes CEO Pay Ratio Disclosure Rules

On September 18, 2013, the Commissioners of the U.S. Securities and Exchange Commission (SEC) issued proposed rules to implement Section 953(b) of the Dodd-Frank Act1 that require public companies to disclose how the...more

SEC Approves CEO Pay Ratio Disclosure and Municipal Advisor Registration

At the September 18, 2013, open meeting of the Securities and Exchange Commission (SEC), the commissioners voted three to two to propose rules that will require listed companies to disclose pay ratios comparing a company's...more

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