News & Analysis as of

SEC Staff Legal Bulletin Addresses Use of Proxy Advisory Firms by Advisers and Reliance by Proxy Advisory Firms on Proxy Rules...

The SEC’s Divisions of Investment Management and Corporation Finance issued Staff Legal Bulletin No. 20 (the “Guidance”) which provides guidance from the Division of Investment Management to investment advisers on their...more

If Fee-Shifting Bylaws Are Ever Put On Trial, This Case Should Be Exhibit A

Item 5.07(d) of Form 8-K requires issuers to disclose “the company’s decision in light of such vote as to how frequently the company will include a shareholder vote on the compensation of executives in its proxy materials...more

Sustainability Reporting–Something to Consider

It’s common knowledge that investors, analysts and other stakeholders view certain non-financial information as increasingly important indicators of a company’s long-term value. This information tends to be grouped into three...more

Full disclosure: A practical guide for the HR professional when preparing the retirement plan portions of a proxy statement

In 2006, the SEC adopted rules which created the Pension Benefits Table and Nonqualified Deferred Compensation Table to supplement the Summary Compensation Table. The tables mandate certain specific disclosures with respect...more

Proxies Unbundled: Recent SEC Guidance after Greenlight Capital v. Apple Case

Last year, Judge Sullivan in the U.S. District Court for the Southern District of New York issued a preliminary injunction in Greenlight Capital, L.P. v. Apple, Inc. enjoining the “bundling” of multiple proposals by Apple in...more

Proxy Statement Enterprise Risk Management Disclosure – A Missed Opportunity

Buried at the end of the SEC’s multi-page corporate governance disclosure rule (Regulation S-K, Item 407(h)), is the requirement to: “disclose the extent of the board’s role in…risk oversight, such as how the board...more

What’s The Matter With The SEC’s Unbundling Interpretation?

Rule 14a-4 requires, among other things, that a form of proxy “identify clearly and impartially each separate matter intended to be acted upon, whether or not related to or conditioned on the approval of other matters, and...more

Proxy Statement Unbundling–New Guidance for an Old Rule

With the recent emphasis on proxy statement compensation disclosure, director independence and corporate governance, little attention has been paid to another issue that can delay your proxy statement mailing schedule and...more

Top Disclosure and Governance Tips for 2014

The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the...more

Dodd-Frank Essentials: Executive Compensation Requirements And Disclosures

Several provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act have brought compensation of financial institution executives into the public eye. Although disclosure of executive and director compensation...more

D&O Questionnaire Update Forms For 2014

The SEC has adopted rules prohibiting “bad actors” from using Rule 506 after September 23, 2013 (the effective date of the rules), or if prohibited conduct occurred prior to the effective date of the rules, the prohibition...more

When It Comes To Proxy Statements, The U.S. District Courts May Not Be So Exclusive After All

A recent ruling by Vice Chancellor Donald F. Parsons, Jr. caused me to ponder why a case involving alleged misstatements in a proxy statement filed with the Securities and Exchange Commission wasn’t immediately tossed out on...more

The Guide to Social Media and the Securities Laws

REGULATION FD - Beginning in 1999 and continuing into 2000, media reports about selective disclosure of material nonpublic information by issuers raised concerns that select market professionals who were privy to this...more

Preliminary 2014 Proxy Season Checklist

At this time, there are relatively few new items that need to be considered for the upcoming proxy and 10-K season. Those involved with the SEC reporting process may want to review our publication “A Lawyer’s Guide to...more

SEC Proposes Pay Ratio Rules

On September 18, 2013, pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission issued proposed rules that will amend Item 402 of Regulation S-K to...more

Eighth Circuit Applies Negligence Standard to SEC Enforcement Claims for Violations of Section 14(a) and Rules 14a-9, 13b2-1 and...

In SEC v. Das, No. 12-2780, 2013 U.S. App. LEXIS 15327 (8th Cir. July 29, 2013), the United States Court of Appeals for the Eighth Circuit affirmed the district court’s delivery of jury instructions applying a negligence...more

Shareholder Proposals: "Proxy Proposals by Proxy" Excluded in Federal Court

A judge in the Federal District Court from the Southern District of Texas recently granted summary judgment to a company in a suit seeking declaratory judgment to permit the company to exclude John Chevedden's shareholder...more

Corporate and Financial Weekly Digest - April 5, 2013

In this issue: - SEC Advisory Committee on Small and Emerging Companies Makes Recommendations - SEC Provides Guidance Regarding Social Media and Regulation Fair Disclosure (Regulation FD) - SEC Amends...more

SEC Commissioner Emphasizes the Need for Robust Proxy Disclosure

On February 20, 2013, SEC Commissioner Luis A. Aguilar delivered a speech regarding the need for more robust disclosure in proxy statements and highlighted areas in which disclosure can be substantially improved....more

SEC Commissioner Gives Speech On Proxy Disclosure

SEC Commissioner Luis A. Aguilar recently gave a speech setting forth his views on proxy disclosure. Some of the more interesting points were...more

Independence of Compensation Consultants – Looking Forward and Backward

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

Preparing 2013 Proxy Statements and Periodic Reports

As you gear up to prepare your 2013 proxy statement and periodic reports, it is essential to keep in mind some recent changes and developments that may affect your company's disclosure in these documents. For 2013, three new...more

Public Company Advisor - January 2013: Considerations in Drafting Your 2013 Proxy Statement

The 2013 proxy season is shaping up to be another challenging year, with the new Securities and Exchange Commission (“SEC”) disclosure requirements for compensation consultant conflicts of interest, the continued focus on...more

Disclosure tips for 2013

The proxy and annual reporting season has begun, with relatively few changes in reporting requirements from last year. Here are some tips to take you through the season and prepare for changes to come. 1. Consider the...more

A Creative Approach to Resisting Shareholder Proposals Pays Dividends

Phillips Lytle LLP’s securities practice recently brought its litigation experience to bear on behalf of a client – National Fuel Gas Company (“National Fuel”) – faced with a shareholder proposal, which the proponent sought...more

26 Results
|
View per page
Page: of 2