News & Analysis as of

Publicly-Traded Companies

Pay Ratio Compliance is Around the Corner; Is Your Company Ready?

For two years, the pay ratio rule has loomed in the distance with uncertainty regarding its fate. On September 15, 2017, in remarks made at the ABA’s Business Law Section Annual Meeting, William Hinman, Director of the...more

Companies Amend Bylaws in Response to Activist ‘Placeholder Slate’ Tactic

In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor’s 500 index, have amended their bylaws to address the potential for a so-called “placeholder slate” of directors. The bylaw...more

Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements

by Proskauer - Tax Talks on

As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010, Congress directed the Securities and Exchange Commission (SEC) to adopt pay ratio disclosure requiring public companies to...more

Filed v. Furnished, What’s the Difference?

by Sullivan & Worcester on

When disclosing information in a filing with the SEC, it is important to know whether such disclosure and any related exhibits should be "filed" or "furnished". To non-lawyers, this may seem like semantics or another...more

AML Beneficial Ownership Register for Irish Funds – Who’s Holding the Baby?

by Dechert LLP on

If you’ve been involved in the funds industry, you will be well aware of the ever-increasing focus on anti-money laundering and “know your customer” requirements by national and supranational regulatory bodies alike. In...more

CEO Pay Ratio Rule Will Not Be Delayed

by Dorsey & Whitney LLP on

At last Friday’s ABA annual meeting, Bill Hinman (with the standard disclaimer that he is speaking for himself and not on behalf of the SEC) confirmed that the SEC will not be delaying implementation of the CEO pay ratio...more

Go West? What the NYSE Has to Offer for Gulf IPOs

by Bracewell LLP on

Saudi Aramco’s planned IPO has put the region’s companies in sharp focus for global investors. As GCC nations continue to experience shifts in economic activity, including less government spending, more companies (both state...more

Proposed UK Corporate Governance Reforms Target Executive Pay Justification, Employee Engagement

by Jones Day on

The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more

E.D. Pa. Clarifies that Whistleblower Protections under Dodd-Frank and Sarbanes-Oxley Acts Only Cover Conduct Involving...

A trial court in the Eastern District of Pennsylvania recently ruled that the whistleblower protections of the Dodd-Frank Act and Sarbanes-Oxley Act (“SOX”) do not necessarily apply to employees of private entities, even if...more

CEOs, Politics and the Law: Guidelines for a New Era in Corporate Social Speech

by Perkins Coie on

In recent weeks, America’s CEOs have spoken out on social issues like never before, placing the business community firmly within the national debate. Likewise, companies are feeling internal and external pressures to...more

In Case You Missed It - Interesting Items for Corporate Counsel - August 2017

by Stoel Rives LLP on

A review of 2017 proxy season activity, including the trend toward adoptions of proxy access bylaws, is here. A suggestion that the big news of the 2017 proxy season was climate change proposals and the shift in Blackrock,...more

Proposed Changes Would Further Modify NYSE Rules on Public Company Announcements

On August 29, 2017, the Securities and Exchange Commission (SEC) published a New York Stock Exchange (NYSE) proposal that would bar companies from issuing material news at the end of the trading day until after designated...more

Shareholder Activism Dealt a Blow in Australia's Federal Court

by Jones Day on

The Background: In RBC Investor Services Australia Nominees Pty Limited v Brickworks Limited [2017] FCA 756 (10 July 2017) ("Brickworks case"), a large institutional investor sought to dismantle a cross shareholding...more

Japan Legal Update - Volume 28 | July 2017

by Jones Day on

Labor - Japanese Supreme Court Decision on Overtime Payments to Doctors - In a court case in which a doctor employed by a health care corporation sought extra pay for overtime and late-night work (collectively, "overtime"),...more

“Lead Independent Director” Or “Presiding Director”?

by Allen Matkins on

Neither California nor Nevada require that a corporation have either a “lead independent director” or “presiding director” and yet many corporations state that they have such a position. Why?...more

A to-do list for the fourth quarter – three key topics for public companies, plus action items

by DLA Piper on

As summer winds down, we want to highlight three topics public companies need to keep in mind as they head into fall. The first relates to certain amendments adopted by the SEC that require hyperlinks to exhibits in exhibit...more

An Exhibit Hyperlink Reminder

This past spring, the SEC issued final rules designed to make it easier to access and retrieve exhibits to company filings through the use of hyperlinks. For most companies, this new requirement becomes effective for filings...more

SEC Rules Requiring Exhibit Hyperlinks to Take Effect

The Securities and Exchange Commission’s (SEC) new rules requiring hyperlinked exhibits in SEC filings will be effective for most public companies on September 1, 2017....more

Reminder: Hyperlink your Exhibits Starting September 1!

by Benesch on

“For any person using the internet, it is nearly unthinkable for a web page to indicate that more information is available and not to include a hyperlink to such information.” While it seems unthinkable to today’s internet...more

SEC fees to increase on October 1st

by Sullivan & Worcester on

Yesterday, the SEC announced that in fiscal year 2018 the fees that public companies and other issuers pay to register their securities with the Commission will be set at $124.50 per million dollars...more

Part Cash, Part Stock, 100% Taxable – New IRS Guidance on RIC and REIT Distributions

by Dechert LLP on

The U.S. Internal Revenue Service (“IRS”), on August 11, 2017, issued Revenue Procedure 2017-45 (the “New Revenue Procedure”).1 Pursuant to the New Revenue Procedure, the IRS will treat part cash and part stock distributions...more

Legal Entity Identifiers: A call to action for listed companies and issuers by the Luxembourg Stock Exchange

by Dechert LLP on

The Luxembourg Stock Exchange (the LSE) has called upon Luxembourg and foreign issuers (collectively Issuers) of financial instruments listed in Luxembourg, whether on the LSE’s regulated market (Bourse de Luxembourg) or...more

The SEC Approves More Amendments to NYSE’s Notice Requirements

Back in September 2015, the New York Stock Exchange amended the NYSE Listed Company Manual to: ..expand the pre-market hours during which NYSE-listed companies must provide prior notice of material news, ..expand the...more

Get Ready for Mandatory SEC Exhibit Hyperlinks Beginning September 1

by Perkins Coie on

The Securities and Exchange Commission’s final rules requiring hyperlinking of exhibits to SEC filings will be effective for most public companies on September 1, 2017. This update summarizes the final rules, answers the top...more

IRS Provides Guidance on Stock Distributions for Publicly Offered REITs and RICs

by Latham & Watkins LLP on

Revenue procedure sets forth requirements for ensuring certain stock distributions are treated as property distributions eligible for dividends paid deduction. On August 11, 2017, the Internal Revenue Service (IRS)...more

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