Hedging

News & Analysis as of

SEC Proposes Rules Mandating Executive Compensation “Clawback” Policies

On July 1, 2015, the Securities and Exchange Commission (the SEC) proposed new rules that would mandate U.S. stock exchanges to establish and enforce standards requiring listed companies to adopt compensation recovery...more

SEC Proposes Disclosure Rules on Director, Officer and Employee Hedging

In April 2015, the comment period expired for rules proposed by the U.S. Securities and Exchange Commission (the SEC) to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank...more

Bridging the Week - May 2015 #3

CFTC Chairman Discloses Second Phase of Regulatory Review Before Senate Committee; Commissioner Giancarlo Questions Position Limits Proposal Before Energy Risk Summit - Timothy Massad, Chairman of the Commodity Futures...more

In Case You Missed It - Interesting Items for Corporate Counsel - May 2015

The SEC proposed pay for performance rules to implement Section 953(a) of Dodd-Frank, which requires disclosure of “information that shows the relationship between executive compensation actually paid and the financial...more

SEC Proposed Hedging Transaction Disclosure Rules

Much attention has been given to recent U.S. Securities and Exchange Commission (SEC) proposed rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank Act) that would require disclosure of...more

Email Notice Without Consent Is Not Notice

The California General Corporation Law unequivocally authorizes the giving of notice of stockholder meetings by electronic transmission. Section 601(b) provides “Notice of a shareholders’ meeting or any report shall be given...more

Bridging the Week - April 2015

Manipulation Is Not Hedging Says CFTC in Federal Court Lawsuit Against Kraft Foods Group and Mondelez Global - The Commodity Futures Trading Commission filed a lawsuit against Kraft Foods Group, Inc. and Mondelez...more

SEC proposes requiring FINRA membership for exchange-member-only broker-dealers

The Securities and Exchange Commission has published a proposal to amend SEC Rule 15b9-1 under the Securities Exchange Act of 1934, as amended, which exempts certain broker-dealers from membership in a registered national...more

Overview of the Taxation of Foreign Currency

In this Newsletter: - Determination of the Functional Currency and Definition of a “QBU” - Section 988 — Non Functional Currency Transactions - Section 986 — Translation Rules for Earnings and Profits and...more

SEC Proposes Dodd-Frank Hedging Policy Disclosure Rules

The Securities and Exchange Commission (SEC) recently released long-awaited proposed rules, as mandated by Section 955 of the Dodd-Frank Act, that would require a public company to disclose whether the company permits its...more

Investment Management Legal + Regulatory Update - February 2015

In This Issue: - SEC Proposes Rule Requiring Hedging Disclosure - SEC Reports the Result of its Cybersecurity Sweep of Broker-Dealers and Investment Advisers - House Passes Bill to Ease Volcker Rule and Other...more

CFTC’s Massad on End-Users

CFTC Chair Timothy G. Massad delivered a speech on the importance of providing flexibility in the CFTC’s regulations to accommodate hedging by commercial end-users of derivatives. Mr. Massad highlighted the following...more

SEC Proposes Hedging Policy Disclosure Rule

The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more

SEC Remarks at the Practising Law Institute’s Program Titled “SEC Speaks in 2015”

On February 20, 2015, several representatives from the SEC spoke at the Practising Law Institute’s program titled “SEC Speaks in 2015,” including Chair Mary Jo White and Commissioner Louis A. Aguilar. Ms. White provided...more

SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule that, if adopted, would require public companies to disclose in annual proxy statements whether their employees and board members...more

SEC Proposes Rules Requiring Disclosure of Hedging by Employees, Officers, and Directors

On February 9, 2015, the Securities and Exchange Commission (the “SEC”) issued proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, requiring disclosure of whether an...more

SEC Proposes Equity Hedging Disclosure Rules under Dodd-Frank

On February 9, 2015, the Securities and Exchange Commission (the “SEC”) proposed long-awaited equity hedging disclosure rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010...more

SEC Proposes Rules for Disclosure of Hedging by Employees, Officers, and Directors

Boards of Directors of companies subject to the federal proxy rules should take note of proposed rules released by the Securities and Exchange Commission (SEC) on February 9, 2015 that would enhance corporate disclosure of...more

SEC Proposes New Rule Requiring Disclosure of Equity Hedging Policies

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) proposed a long-awaited rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act that would require public companies to disclose certain...more

SEC Proposes Hedging Disclosure Rule

On February 9, the SEC issued a proposed rule implementing Section 955 of the Dodd-Frank Act. The rule would require directors, officers, and other employees of public companies to disclose in proxy and information statements...more

SEC Proposes Disclosure Rule for Company Hedging Policies

On February 9, 2015, the Securities and Exchange Commission (“SEC”) proposed a rule to enhance disclosure of company hedging policies for directors, officers and other employees. This proposal would implement Section 955 of...more

Orrick's Financial Industry Week in Review

SEC Proposes Rules for Disclosure of Hedging Policies - On February 9, the SEC issued proposed rules that are intended to enhance disclosure of company hedging policies for directors and employees, as mandated by...more

SEC Proposes Rules for Disclosure of Companies’ Hedging Policies

On February 9, as mandated by Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), the Securities and Exchange Commission proposed new rules requiring disclosure by US public...more

SEC Proposes Rules for Hedging Disclosure

On February 9, 2015, the SEC proposed rules that would require domestic public companies to disclose in proxy and information statements whether the company permits any of its directors or employees (including officers) to...more

SEC Proposes New Rules on Hedging Disclosures

On February 9, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules that would require disclosure of policies permitting or prohibiting hedging by directors, officers and other employees to hedge or offset...more

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