The New York Stock Exchange (NYSE) recently filed a proposal with the Securities and Exchange Commission (SEC) to delete Rule 312.07 of its listing standards. The historically controversial shareholder voting rule currently...more
The SEC has elaborated on its Rule 14a-8(i)(3) analysis in its recent responses to registrant request for no-action letters.
Shareholder proposals often reference definitions found in NYSE and NASDAQ listing standards...more
Amendments to the stock exchange listing rules governing compensation committee independence were finalized recently, as the U.S. Securities and Exchange Commission (SEC), the New York Stock Exchange (NYSE) and the NASDAQ...more
In January 2013, the Securities and Exchange Commission approved new NYSE and Nasdaq listing standards addressing the independence of compensation committees and their advisers.
In this edition of the Public Company...more
On Jan. 11, 2013, the Securities and Exchange Commission (the “SEC”) approved amended corporate governance listing standards for the New York Stock Exchange (the “NYSE”) and the Nasdaq Stock Market (the “Nasdaq”). The amended...more
A periodic bulletin keeping small businesses informed about current developments in securities law and related matters.
Final Nasdaq Rule -
In our October 2012 Bulletin, we discussed The NASDAQ Stock Exchange LLC’s...more
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
On January 11, 2013, the SEC approved new listing standards regarding independence requirements for compensation committees and compensation advisers of New York Stock Exchange (NYSE) listed companies. The NYSE initially...more
New listing standards for publicly traded companies require board compensation committees composed of directors that satisfy new independence standards by the first annual meeting after January 15, 2014, or, if earlier,...more
Companies are required to comply with certain of the new listing standards relating to compensation adviser independence by July 1, 2013.
On January 11, 2013, the Securities and Exchange Commission (SEC) approved...more
The Securities and Exchange Commission has approved new listing requirements promulgated by the New York Stock Exchange and the NASDAQ Stock Market relating to the composition and oversight provided by compensation...more
On January 11, 2013 the Securities and Exchange Commission ("SEC") approved the equity listing standards proposed by the NYSE and Nasdaq, as amended1 regarding compensation committee independence criteria and compensation...more
The U.S. Securities and Exchange Commission (“SEC”) formally approved several new listing rules proposed by NASDAQ and the NYSE on January 11, 2013. The new listing rules are designed to bring the listing standards of each...more
On January 11, 2013, the U.S. Securities and Exchange Commission (SEC) approved the New York Stock Exchange’s (NYSE) and the NASDAQ Stock Market’s (NASDAQ) listing standards relating to the independence of compensation...more
The Securities and Exchange Commission (SEC) recently approved new New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) listing requirements relating to compensation committees of listed companies. The listing...more
On January 11, 2013, the U.S. Securities and Exchange Commission (SEC) approved new listing standards for companies listed on the New York Stock Exchange (NYSE) or the NASDAQ Stock Market (NASDAQ) regarding independence...more
Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Act) provides standards and disclosure requirements related to the independence of compensation committees and their retained advisors. To...more
Various NYSE require listed companies to provide notice to the NYSE upon certain events. The methods specified to give notice vary from rule to rule and sometimes no notice method is specified. The SEC has approved an...more
On January 11, the Securities and Exchange Commission approved final amendments to listing standards submitted by NYSE Regulation, Inc. and NASDAQ Stock Market LLC with regard to the independence of compensation committees...more
As discussed in two previous Client Alerts, on June 20, 2012, the U.S. Securities and Exchange Commission (the “SEC”) adopted Rule 10C-1 to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection...more
Many private equity sponsors have been or are considering undertaking an initial public offering of a portfolio company. In negotiating stockholder arrangements and committee assignments for their director representatives...more
Final Rules on Compensation Committee Listing Standards -
On June 20, 2012, the Securities and Exchange Commission (SEC) adopted Exchange Act Rule 10C-1 implementing listing standard requirements pursuant to Section 952...more
In This Issue:
- 2013 Annual Meeting Season
- Dealing with ISS and Other Proxy Advisory Firms this Proxy Season
- SEC Update
- Other NYSE/NASDAQ Developments
- Delaware Law Update — Delaware Court Applies...more
Public companies preparing for the upcoming 2013 proxy season will need to keep in mind a number of new developments related to executive compensation, including:
- New Securities and Exchange Commission rules that...more
On June 20, 2012, the Securities and Exchange Commission (SEC) approved new rule 10C-1 under Section 10C of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and amendments to proxy disclosure rules under...more
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