Proxy Statements Securities & Exchange Commission

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How to Prepare for Annual Reporting

Annual reporting season is once again upon us, so as you dust off your to do list, here are a few of the many important items for in-house counsel to consider during the inevitable flurry of activity in the coming weeks....more

2016 Proxy Season Field Guide

The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more

Recent CCM Provides that CFO of Small Reporting Companies May Be Subject to Code Section 162(m), Raises Questions for All Public...

Since 2007, public companies have generally relied on a position taken by the IRS in Notice 2007-49 that a “covered employee” for determining who is subject to the $1 million deductibility limitations of Code Section 162(m)...more

A Small Point for Your Proxy Statement – This Year or Next

Part of the required audit committee report, set forth in Item 407(d)(3)(i)(B), has a tortured history. As currently written, it requires the audit committee to state whether “The audit committee has discussed with the...more

The SEC Staff’s Position On Unbundling Gets Even More Weird

“Bundling” was a colonial American practice of unmarried persons sharing the same bed whilst being physically separated by a board or sack.  As might be expected, bundling had its critics.  One Henry Reed Stiles...more

Blog: Will The SEC Finally Provide Some Relief From The Nearly Incomprehensible Proxy Statement Requirement For A New Plan...

Keith Higgins, Director of Corp Fin, hinted that he might be giving us a welcome gift in the future: a revision of Item 10 of Schedule 14A, the proxy statement – in my view, a component of the disclosure rules that has too...more

Baby You Can Drive My Car… Or Corporate Jet: SEC Scrutiny of Executive Compensation Perks Disclosures

The SEC continues to focus on accounting and disclosure violations, including in the area of executive perks disclosure in corporate proxy statements. In the past year, the SEC brought two enforcement cases against executives...more

New M&A Proxy Statement Unbundling Guidance

After a decade of inattention, the SEC staff has recently sought to clarify the still-murky proxy statement unbundling rule. First came three C&DIs issued back in January 2014 (see this Doug’s Note). Then just weeks ago, the...more

Blog: Another Study Shows Increase In Enhanced Disclosures Regarding The Audit Committee

The Center for Audit Quality and Audit Analytics have jointly released their second-year analysis, Audit Committee Transparency Barometer. The analysis, which studied proxy statements of companies in the S&P Composite 1500,...more

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

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

SEC Issues Guidance on Rule 14a-8(i)(9) and Rule 14a-8(i)(7)

On October 22, the Securities and Exchange Commission’s Division of Corporation Finance (Division) issued Staff Legal Bulletin No. 14H (SLB 14H), which (1) sets forth a new standard for determining when a shareholder proposal...more

Blog: Highlights From Panels With Current And Former Staff Of Corp Fin

Below are some highlights (from my notes) of the PLI Securities Regulation Institute panel discussions Thursday and Friday with the Corp Fin staff (Keith Higgins, Shelley Parratt, David Fredrickson, Michele Anderson, Karen...more

Consider Refreshing Your Existing SEC Disclosure

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

Inside M&A - October 2015

Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more

Audit Committee Disclosures Among Largest Companies Continue to Expand

In its fourth annual report on enhanced audit committee reporting to shareholders, Ernst & Young reports that “the previously observed trend of Fortune 100 companies going beyond minimum disclosure requirements and providing...more

SEC Brings Another Enforcement Action For Failure to Disclose Perks

MusclePharm Corporation, or MSLP, and certain related parties recently settled an SEC enforcement action which included charges related to non-disclosure of certain perks. The SEC alleged from 2010 through July 2014, MSLP...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 Approves Final Rules for Pay Ratio Disclosure

The Securities and Exchange Commission (SEC) adopted the final "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) at an open meeting on...more

SEC Pay Ratio Rules — A Recipe for Compliance and Model Disclosure

The SEC recently adopted its final pay ratio disclosure rules. Commencing in early 2018, public companies[1] will have to disclose (i) their CEO's total annual compensation, (ii) the median total annual compensation of all...more

SEC Adopts “Pay Ratio” Disclosure Rule

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

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 Adopts Final Rules Requiring Pay Ratio Disclosure

On August 5, 2015, the Securities and Exchange Commission adopted final rules mandating pay ratio disclosures pursuant to Section 953(b)(1) of the Dodd Frank Wall Street Reform and Consumer Protection Act. The rules add a new...more

SEC Adopts Final Rules on CEO Pay Ratio Disclosure

Companies are required to disclose the ratio of median employee annual total compensation to CEO annual total compensation starting in the 2018 proxy season; foreign private issuers, emerging growth companies and smaller...more

SEC Adopts CEO Pay Ratio Rule

Last week, the Securities and Exchange Commission (“SEC”), by a 3-2 vote, adopted the final CEO pay ratio rule, which was initially proposed by the SEC in September 2013, and originally mandated by Congress under Section...more

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