Publicly-Traded Companies

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From Making the Right Decisions to Asking the Right Questions: Linda Graebner Discusses Her Move from the C-Suite to the Boardroom...

Linda Graebner spent many years as a CEO leading consumer product companies, and has held numerous other leadership positions in the business world. But she is currently thriving in a new role: the boardroom. At the request...more

Does Sarbanes-Oxley Apply to Government Contractors?

Certain government contracts contain representations and warranties which require primes and subs to “comply with all applicable provisions of the Sarbanes-Oxley Act (“SOX”).” Several times, clients have asked which SOX...more

An Ounce of Prevention - Strategic Outside General Counsel Solutions

All businesses (big and small) face legal issues every day ranging from the urgent (a lawsuit was just filed against the company), to the routine (a customer marked-up our form contract), to the mundane (where do we put our...more

SEC Issues Report on Modernization and Simplification of Regulation S-K Required by FAST Act

Section 72003 of the FAST Act directs the SEC to carry out a study of Regulation S-K’s requirements and to consult with the Commission’s Investor AdvisoryCommittee (the “IAC”) and Advisory Committee on Small and Emerging...more

Something To Be Thankful For: The 2017 ISS Policy Updates

Institutional Shareholder Services Inc. (ISS) has published its voting policy updates for the 2017 proxy season, and those involved with public company compliance can add “generally insignificant changes to ISS voting...more

Board composition – new rules from the Ministry of Commerce & Industry, Oman

"Boards supervise while management manages". This governance principle is re-emphasised by the Ministry of Commerce & Industry (MOCI) in its recent decision no. 201/2016 relating to the Boards of public joint stock companies...more

ISO 37001: Answers to the 5 Questions We’ve Heard Most About the Standard

It’s been a month since ISO 37001 was published and there are some questions we have heard percolating in the compliance world about what this means. These are the questions we’ve been hearing the most...more

Accounting Standard Transition Disclosures under Scrutiny by the SEC

Several significant new accounting standards have refocused the SEC staff’s attention on public company “transition disclosures.” In remarks earlier this year, Wesley R. Bricker, then Deputy Chief Accountant of the SEC,...more

Recent Proxy Access Developments

To date, nearly 300 companies have adopted proxy access bylaws, including over 40% of S&P 500 companies. Given the widespread adoption of proxy access by large U.S. companies, it was only a matter of time before a shareholder...more

Corporate Governance Survey - 2016 Proxy Season Results

A Comparison of Large Public Companies and Silicon Valley Companies - As outside legal counsel to a wide range of public companies in the technology and life sciences industries, many of which are based in Silicon...more

SEC Announces Proposal to Require Universal Proxy Cards in Contested Elections

The SEC (by a 2-1 vote) has proposed amendments to the proxy rules that would mandate the use of a system of universal proxy cards in contested director elections. Universal proxy cards would include the names of both company...more

A Trump Presidency: Potential Impact on Employee Benefits Law and Policy

For many months, we have been speculating about how the results of the 2016 presidential election would impact employee benefits policy going forward. Now that Donald Trump has won the election and Republicans have secured a...more

(Proxy) Voting Made Easy?

The SEC recently proposed amendments to the proxy voting rules to require parties in a contested election to use universal proxy cards that would include the names of all board of director nominees. This proposed change would...more

ISS Announces Pay-for-Performance Methodology Updates for 2017

ISS announced changes to the methodology underlying its pay-for-performance models for companies in the U.S. and other markets to take effect Feb. 1, 2017. ISS will present relative evaluations of return on equity,...more

SEC Staff Issues Guidance on Pay Ratio Disclosure Rules

The staff of the Securities and Exchange Commission’s Division of Corporation Finance (the staff) issued new compliance and disclosure interpretations (C&DIs) on October 18, 2016, providing guidance to companies preparing to...more

Overdue Relief from Sending Glossy Annual Reports to the SEC

It is well known that Securities Exchange Act Rule 14a-3 requires a public company to send an annual report to its shareholders (or provide access to an annual report) when it holds a meeting to elect directors. Less well...more

SEC Staff Issues C&DI on Form S-3 Transaction Requirements

On November 2, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued new guidance in the form of Compliance and Disclosure Interpretation Question 116.25 (C&DI...more

SEC Adopts Changes to Regulation D and Intrastate Offerings and Proposes Use of “Universal Proxy Cards” in Contested Director...

On Oct. 26, the Securities and Exchange Commission adopted final rules increasing the threshold for offerings made under Rule 504 of Regulation D and broadening the intrastate offering exemption afforded by Rule 147. These...more

SEC Charges Issuer with Inadequate Segment Reporting

The SEC charged PowerSecure International, Inc. with matters related to inadequate segment reporting in a settled enforcement action. PowerSecure did not admit or deny the SEC’s findings. According to the SEC,...more

Changing Proxy Rules: SEC Proposes to Require Universal Proxy Cards

The SEC, by a two-to-one vote on October 26, 2016, proposed amendments to its proxy rules to require universal proxy cards in contested director elections at annual meetings of listed U.S. public companies. If adopted, the...more

New Report Shows Continued Increases in Enhanced Audit Committee Disclosures Among S&P 500

The Center for Audit Quality and Audit Analytics recently released their 2016 Audit Committee Transparency Barometer. The report is based on a review of proxy statements filed through the end of June 2016 by companies in the...more

The SEC's Proposed Universal Proxy Rule: Beneficial to Shareholders or Tilting the Result toward Activist Investors?

Under current law and practice, a shareholder of a public company that is asked to vote in a contested election of directors where a slate of directors had been proposed by the company and an activist investor would likely...more

The SEC’s Proposed Universal Proxy Rule: Beneficial to Shareholders or Tilting the Result toward Activist Investors?

Under current law and practice, a shareholder of a public company that is asked to vote in a contested election of directors where a slate of directors had been proposed by the company and an activist investor would likely...more

ISS Launches 2017 ISS Benchmark Policy Comment Period

ISS announced the launch of its 2017 benchmark voting policy consultation period. The open comment period, which will solicit views from governance stakeholders globally on certain proposed voting policies for 2017, will run...more

IRS Issues Final and Temporary Debt-Equity Regulations Under Section 385

On October 13, 2016, the Treasury Department and the Internal Revenue Service issued final and temporary regulations under section 385. The final and temporary regulations recharacterize certain debt instruments as equity for...more

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