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Proxy Statements Publicly-Traded Companies

Corporate Governance Features: for Silicon Valley and San Francisco Bay Area Public Companies

Orrick has unveiled an unprecedented new study examining the corporate governance structures of the largest public companies in the Bay Area, including tech industry leaders. The comprehensive study reviewed the 153...more

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

Settlement of Calma v. Templeton Provides Guidance on Setting Director Pay

by Snell & Wilmer on

In response to recent lawsuits by the plaintiffs’ bar, I have previously posted about why public company employers may wish to consider adding a separate annual limit on non-employee director equity awards. Just last month...more

The Delaware Plaintiff’s Bar Mines a New Vein of Liability: Limits on Director Compensation

Compensation committees composed of independent outside directors were created as the check-and-balance guardians against management compensation engorgement. But as the Roman philosopher Cicero famously posed, “Who guards...more

SEC Approves Nasdaq Rule Requiring Disclosure of Third-Party Payments to Directors

by Holland & Knight LLP on

New Nasdaq Rule 5250(b)(3) is a result of increased activist shareholder efforts to place representatives on public company boards of directors. During the past several years, activist shareholders have sought to nominate...more

SEC Approves NASDAQ “Golden Leash” Rules

by Seyfarth Shaw LLP on

Recently, the U.S. Securities and Exchange Commission (the “SEC”) approved NASDAQ’s new Rule 5250(b)(3), which requires NASDAQ-listed companies to publicly disclose any cash or non-cash payments made by third parties to any...more

SEC Approves Nasdaq “Golden Leash” Disclosure Rule

by Smith Anderson on

On July 1, 2016, the Securities and Exchange Commission approved Nasdaq’s proposal for a “golden leash” disclosure rule (Rule 5250(b)(3)) requiring listed companies to publicly disclose benefits given by investors or other...more

Acquisitions of Publicly Traded Corporations: A Cure for the Two Step in Texas

by Locke Lord LLP on

The State of Delaware recently adopted amendments, which will be effective on August 1, 2016, to an oft-used statute that streamlines the acquisition of a public Delaware corporation (the “Target”) structured as a tender...more

SEC Approves NASDAQ’s Proposed Rule on Golden Leash Arrangements

On July 1, 2016, the SEC approved NASDAQ’s proposed Rule 5250(b)(3), as amended by Amendment No. 2 filed on June 30, 2016 (the “Final Rule”), requiring NASDAQ-listed companies to publicly disclose third-party compensation...more

SEC Approves New Nasdaq Rule 5250(b): Disclosure of “Golden Leash” Arrangements

by Proskauer - Tax Talks on

The SEC recently released an order approving new Nasdaq listing standard 5250(b)(3), which will require a public issuer to disclose cash and non-cash remuneration (e.g., health insurance, indemnification) that a third party...more

Typical SEC Comments on Merger Proxy Statements

A review of recent SEC comments on merger proxy statements indicates many of these comments were typical, and some are variations on a theme: Rule 14a-6(a) requires that the form of proxy be on file for ten calendar...more

SEC Approves Nasdaq Golden Leash Disclosure Rule

The SEC has approved Nasdaq’s proposed Rule 5250(b)(3) regarding disclosure of so called golden leash arrangements. The Rule requires each listed company to publicly disclose the material terms of all agreements or...more

Consider New IRS Guidance on 162(m) When Drafting Proxy Statement Disclosures

Many public companies include a description of Section 162(m) of the Internal Revenue Code in their proxy statements without distinguishing the application of 162(m) between various categories of issuers such as accelerated...more

SEC Issues New Guidance On Exclusions Under Rule 14a-8

by White & Case LLP on

New SEC guidance limits the ability of companies to exclude shareholder proposals under the "conflicting proposal" and "ordinary business" exclusions of Rule 14a-8. On October 22, 2015, the staff of the Division of...more

Consider Refreshing Your Existing SEC Disclosure

by Baker Donelson on

As the fiscal year wraps up and SEC registrants begin to think about their 10-K and proxy, this is a good time for businesses to refresh their disclosure and to consider whether language that reappears annually still...more

2015 Guide to Acquiring US Public Companies

by Latham & Watkins LLP on

This guide summarizes certain important considerations for acquiring a publicly traded US-based target corporation through a negotiated (i.e. “non-hostile”) tender offer, exchange offer or merger. US public companies are...more

Watch Out for Non-GAAP Disclosure Creep

Creative use of non-GAAP financial measures has become standard practice in public company disclosures. Management, quite correctly in most cases, often believes that the company’s dry GAAP financial statements fail to fully...more

SEC Adopts “Pay Ratio” Disclosure Rule

by Cohen & Grigsby, P.C on

The SEC has adopted amendments to Item 402 of Regulation S-K to implement the pay ratio disclosure mandated by Section 953(b) of the Dodd-Frank Act. New paragraph (u) to Item 402 of Regulation S-K requires registrants to...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

SEC Adopts Final Rules on CEO Pay Ratio Disclosure

by Foley & Lardner LLP on

On August 5, 2015, the Securities and Exchange Commission (SEC) finalized rules requiring publicly traded companies to disclose the ratio of median compensation of all employees to the compensation of the principal executive...more

SEC Finalizes CEO Pay-Ratio Rule with Delayed Effective Date

by McGuireWoods LLP on

On Aug. 5, 2015, the Securities and Exchange Commission (SEC) adopted a final rule implementing the CEO pay-ratio disclosure requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act....more

Proxy Access—the Devil Is in the Details

Proxy access, meaning the ability of stockholders to put their nominees on management’s proxy card and create a proxy contest without having to file their own proxy statement, was the marquee issue of the 2015 proxy season....more

SEC Narrowly Adopts Contentious CEO Pay-Ratio Rule

by Reed Smith on

On August 5, 2015, in a 3-2 vote, the Securities and Exchange Commission (“SEC”) adopted a long-awaited and contentious rule that requires most public companies to disclose the ratio of their CEO’s annual pay as compared with...more

New Compensation Disclosures for Public Companies

by Littler on

The Securities and Exchange Commission (SEC) has adopted a final rule requiring publicly traded corporations to disclose, to the SEC and shareholders, the ratio of CEO compensation to the "median compensation" of the...more

SEC Finalizes the CEO Pay Ratio Rule – Additional Executive Compensation Disclosure for Public Companies Beginning in 2017

On August 5, by a vote of 3-to-2 with the SEC Commissioners voting along party lines, the SEC approved the final rule to implement the requirements of Section 953(b) of the Dodd-Frank Act, which instructed the SEC to amend...more

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