NYSE

Verbatim: Global Compliance - Quarterly Newsletter: Spring 2013

by Orrick, Herrington & Sutcliffe LLP on 5/10/2013

We've highlighted a few notable developments in corporate governance law taking place this spring that may be of interest to you. For more information on any of the topics listed below, please contact us at...more

First Deadline Approaching for NYSE and Nasdaq Listed Companies to Comply with New Compensation Committee Rules

by Paul Bork, Dean Hanley | Foley Hoag LLP on 5/9/2013

As noted in our Securities Alert dated October 9, 2012, the New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) proposed rule changes to their respective listing standards affecting public company boards of...more

What Makes A Director “Independent”?

by Jim Kramer, M. Todd Scott, Alex Talarides | Orrick - Securities Litigation and Regulatory... on 5/3/2013

What makes a director “independent”? That question is important, not only to investors who want to ensure that boards of directors exercise objective judgment on corporate affairs, but also to companies, who need assurance...more

NYSE Proposes to Remove Separate Voting Standard for Listed Companies

by Miriam R. Sowinski | Holland & Knight LLP on 5/2/2013

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

NYSE Issues Guidance on Use of Social Media as a Disclosure Tool

by Jason P. Juall | Holland & Knight LLP on 5/2/2013

On April 2, 2013, the SEC issued a report and press release making it clear that companies are permitted to use social media outlets to disclose information in compliance with Regulation FD. More on the SEC's report and press...more

8-K’s Announcing Reg FD Social Media Channels Begin; NYSE Weighs In

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 4/19/2013

The SEC opened the barn doors on use of social media, or merely reaffirmed existing guidance, depending on your point of view, in a recent Section 21(a) report....more

Deadline Approaches for Amending Compensation Committee Charters

by Stephen Farrell | Morgan Lewis on 4/16/2013

Companies must comply with certain final NYSE and NASDAQ listing rules by July 1. By July 1, affected companies must comply with recent amendments to the listing rules of the New York Stock Exchange (NYSE) and the...more

Ninth Circuit Holds Private Company Rules Preempt California Law

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 4/10/2013

California Labor Code Section 450(a) forbids employers from coercing the patronage of their employees: It provides...more

SEC Approves NYSE and NASDAQ Revised Listing Rules Regarding the Independence of Compensation Committees and Their Advisers

by Proskauer Rose LLP on 3/6/2013

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

NYSE and Nasdaq Adopt Listing Standards for Compensation Committees and Compensation Advisers

by Wilson Sonsini Goodrich & Rosati on 3/4/2013

Overview - Last month, the Securities and Exchange Commission (SEC) approved amendments to the listing standards of The New York Stock Exchange (NYSE) and The Nasdaq Stock Market (Nasdaq) to implement Rule 10C-1...more

Public Company Adviser - February 2013: New Listing Standards Affect Compensation Committees

by King & Spalding on 2/28/2013

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

SEC Approves New Corporate Governance Listing Standards for Compensation Committees and Advisers

by Christina Chan, Ryan York | Davis Wright Tremaine LLP on 2/28/2013

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

In What Circumstances Can Foreign Nationals Be Held Liable for Violating The Foreign Corrupt Practices Act?

by Michael Gilbert, Darla Woodring | Dechert LLP on 2/25/2013

In the last two weeks, in two separate SEC enforcement actions, judges in the United States District Court for the Southern District of New York issued rulings addressing when the United States Securities and Exchange...more

Independence of Compensation Consultants – Looking Forward and Backward

by Robert Morris | Reed Smith on 2/21/2013

On January 11 2013, the Securities and Exchange Commission approved rule changes proposed by the New York Stock Exchange (“NYSE”) and the NASDAQ Stock Market (“Nasdaq”), adding new requirements for consultants retained by...more

NYSE Proposes Modifications To Charges To Issuers For Proxy Distributions

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 2/20/2013

The NYSE has proposed amendments to NYSE Rules 451 and 465, and the related provisions of Section 402.10 of the NYSE Listed Company Manual. Those rules provide a schedule for the reimbursement of expenses by issuers to NYSE...more

New NYSE Listing Standards Applicable to Compensation Committees and Advisers Now Final

by Todd Pfister, Mark Plichta, Patrick Quick, Aubrey Refuerzo | Foley & Lardner LLP on 2/18/2013

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

Market Trends & Legal Developments for Dealmakers - Quarter 4: 2012

by Sheppard Mullin Richter & Hampton LLP on 2/15/2013

In This Issue: -Market Trends -Venture Capital -Private Equity -Initial Public Offerings -Mergers & Acquisitions -Legal Updates -Jobs Act & Capital Markets -Mergers &...more

Fourth Quarter 2012

by Louis Lehot, Kevin Rooney | Sheppard Mullin Richter & Hampton LLP on 2/14/2013

We are pleased to make available to you our quarterly update on dealmaking market trends and legal developments for Fourth Quarter 2012....more

SEC Approves NYSE and Nasdaq Independence Standards for Compensation Committees and Advisers

by Susan P. Serota, Brian Wong | Pillsbury Winthrop Shaw Pittman LLP on 2/11/2013

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

SEC Approves Final NYSE and NASDAQ Compensation Committee Rules

by Linda Griggs, Albert Lung, David Sirignano | Morgan Lewis on 2/5/2013

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

Changes To D&O Questionnaires To Implement NYSE And Nasdaq Compensation Committee Independence Rules

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 2/4/2013

Both the NYSE and Nasdaq stock exchanges are requiring most issuers to have independent compensation committees by the earlier of their first annual meeting after January 14, 2014, or October 14, 2014. ...more

Law Firm Disclosures Under Stock Exchange Compensation Committee Independence Requirements

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 1/30/2013

The NYSE and Nasdaq have recently adopted rules which will require compensation committees to consider certain enumerated factors before selecting, or receiving advice from, a compensation consultant, legal counsel or other...more

Antitrust Law: 2012 Highlights

by Sean Duffy, Jonathan M. Rich | Morgan Lewis on 1/30/2013

In 2012, the Antitrust Division (Division) of the U.S. Department of Justice won several significant convictions, both at trial and through guilty pleas, while the merger enforcement efforts of the Division and the Federal...more

SEC Approves NYSE and NASDAQ Rules on Compensation Committees and Advisers

by Rory Donald, Craig D. Miller | Manatt, Phelps & Phillips, LLP on 1/30/2013

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

Executive Compensation and Corporate and Securities Alert: SEC Adopts NYSE and Nasdaq Rules Relating to Compensation Committees...

by Gerald Audant, Grace Chen, Sofia Chesnokova, Elizabeth Gartland, Shawn Lampron, Blake Martell, Marshall Mort, Adriana Sherwood, Scott P. Spector | Fenwick & West LLP on 1/30/2013

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

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