Publicly-Traded Companies

News & Analysis as of

Employee Benefits Developments August 2015

Certain Closely Held For-Profit Employers Need Not Provide Women’s Contraceptive Services. Under the ACA, non-grandfathered group health plans must cover specified preventive services, including certain women’s preventive...more

Security Frameworks 101: Which is Right for my Organization?

These days information security is on the minds of virtually all technology professionals and business executives alike. But how does an organization ensure that their security profile is adequate. It can certainly help to...more

D.C. Circuit Court Re-Affirms Decision that Portions of SEC’s Conflict Minerals Rules are Unconstitutional

On August 18, 2015, the United States Court of Appeals for the D.C. Circuit, in likely the first majority opinion citing Charles Dickens (A Tale of Two Cities) and George Orwell (Nineteen Eighty-Four), re-affirmed its...more

SEC Adopts Final Pay Ratio Disclosure Rules

The Securities and Exchange Commission (SEC) has adopted final rules under the Dodd-Frank Wall Street and Consumer Protection Act (the Dodd-Frank Act) to require U.S. public companies to disclose the ratio of the annual total...more

SEC Adopts Final Pay Ratio Rules

The Securities and Exchange Commission (SEC) recently adopted final rules that will require most public companies to calculate and disclose a ratio that compares the annual total compensation of their “median employee” to...more

SEC Adopts Final Pay Ratio Rule

The U.S. Securities and Exchange Commission (SEC) has adopted a final pay ratio rule that implements Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) nearly two years...more

Alert: SEC Adopts Final Pay-Ratio Rule

On August 5, 2015, the SEC adopted a final rule to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, often referred to as the pay-ratio provision. The pay-ratio provision mandates...more

D.C. Circuit Reaffirms 2014 Opinion on Conflict Minerals Rule

On August 18, 2015, the U.S. Court of Appeals for the D.C. Circuit reaffirmed its 2014 ruling that struck down the requirement that public companies must disclose to the Securities and Exchange Commission (SEC), and on their...more

Whistleblower Cases are Custom Tailored for ADR

Various state and federal statutes exist to protect and compensate employees whose employers retaliate against them after they disclose certain fraudulent practices to the employers or government agencies. These are known as...more

SEC Comments on Whistleblower Anti-Retaliation Provisions/Internal Reporting

In the wake of Dodd-Frank’s passage in July 2010, many companies and corporate organizations lobbied the SEC on its upcoming whistleblower rules. One of their specific goals was to require whistleblowers, to be eligible for...more

SEC Issues Concept Release on Possible Revisions to Audit Committee Disclosures

On July 1, 2015, the Securities and Exchange Commission issued its long-anticipated concept release on Possible Revisions to Audit Committee Disclosures. The concept release notes the important function of the public company...more

SEC Adopts CEO Pay Ratio Disclosure Rules

The SEC recently adopted rules implementing Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). Section 953(b) directs the SEC to expand current disclosure requirements to require...more

Court Poised To Decide Whether Directors Are Agents

Not quite four years ago, I wrote about whether directors are agents. The post was prompted by then Chancellor William B. Chandler III’s assertion...more

SEC Adopts Pay Ratio Disclosure Rules

August 20, 2015 On August 5, 2015, the Securities and Exchange Commission (SEC) adopted the final pay ratio disclosure rules to implement Section 953(b) of the Dodd-Frank Act. These rules, which will require proxy disclosure...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

SEC Adopts Pay Ratio Disclosure Rule

Overview of the Pay Ratio Rule: The Basic Rule - Reporting companies subject to the rule (Subject Companies) must disclose the ratio (pay ratio) for the most recent fiscal year of (a) the median of total...more

Court Upholds Partial Invalidation of SEC Conflict Minerals Rule

On August 18, 2015, a divided panel of the US Court of Appeals for the District of Columbia Circuit, in National Association of Manufacturers v. Securities and Exchange Commission (“NAM”), upheld its earlier ruling that held...more

Recent DGCL Amendments of Note

The Delaware General Assembly recently amended Delaware’s corporate statutes in several respects of interest to public companies. Boards may delegate stock issuances to non-directors....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

D.C. Circuit Reaffirms That Portions of Dodd-Frank Conflict Minerals Rules Violate First Amendment

On August 18, 2015, the United States Court of Appeals for the District of Columbia Circuit reaffirmed its ruling in National Association of Manufacturers v. Securities and Exchange Commission that portions of the SEC’s...more

Canadian Securities Regulators release results of Continuous Disclosure Review

On July 16, 2015, the Canadian Securities Administrators (CSA) issued CSA Staff Notice 51-344 summarizing the results of their Continuous Disclosure (CD) Review Program for the fiscal year ended March 31, 2015. The CSA...more

TSX Provides Guidance to Emerging Market Issuers

In recent years, emerging market issuers have faced greater scrutiny by Canadian regulators as a result of questions and concerns about issuers with significant business operations in emerging markets (emerging market...more

Executive Compensation Alert: SEC Issues Final CEO Pay Ratio Rule

On August 5, 2015, the Securities and Exchange Commission (the “SEC”) voted 3-2 to adopt the final “pay ratio” disclosure rule. This long-awaited, controversial rule is issued pursuant to Section 953(b) of the Dodd-Frank Wall...more

Blog: Do Hiring Practices Lead To Earnings Management?

Yes, according to a study from academics at the University of South Carolina, reported by Reuters. The study showed that U.S. public companies tend to favor hiring accountants “who show a willingness to flatter corporate...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

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