Publicly-Traded Companies

News & Analysis as of

Proxy Advisory Firms Issue 2016 Voting Guidelines

Proxy advisory firms such as Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) provide an array of services related to corporate governance and proxy voting to public company shareholders....more

"Glass Lewis Issues 2016 US Proxy Policy Guidelines"

Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below. Conflicting Shareholder...more

ISS Issues 2016 Policy Updates

ISS has issued the following policy updates for 2016. Overboarding - Current ISS policy considers a director “overboarded” if he or she sits on more than six public company boards – or if he or she is also a CEO,...more

How Many Regulation A+ Offerings Has the SEC Qualified?

Registered statements are “declared effective” by the SEC; Regulation A+ offering documents are “qualified” by the SEC, and when it happens an EDGAR document called “QUALIF” is generated. Per my review, the following...more

Access Fees and Regulatory Structure of Trading Venues

On October 27, 2015, the Equity Market Structure Advisory Committee (EMSAC or Committee) held its second meeting at the Securities and Exchange Commission (Commission or SEC) in Washington DC. The Committee is considering...more

SEC Freezes Hacker’s Assets

Federal oversight related to hacking recently made headlines when a federal court in New Jersey granted the Securities and Exchange Commission’s (SEC’s) motion to freeze assets connected to a hedge fund manager accused of...more

Modern Slavery Act Guidance - The "Race To The Top" Begins

On 29 October 2015, the provisions in the UK Modern Slavery Act (the Act) on transparency in supply chains (TiSC) came into force and the government published its long-awaited Guidance. The first organisations who will have...more

SEC Issues New Guidance on Excluding Shareholder Proposals under Rule 14a-8

On October 22, 2015, the staff of the SEC Division of Corporation Finance issued Staff Legal Bulletin No. 14H (SLB 14H), which provides significant guidance for companies about the Staff’s views on the scope and application...more

Modern Slavery Act Guidance. Are you a supplier of goods or services in the UK with a turnover above £36m? If you are, this...

The UK Government has published guidance1 on the transparency in supply chains provision of the Modern Slavery Act. Starting with those with a year-end of 31 March 2016, all organisations with a turnover above £36m will be...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

SOS: Do Not Let ISS Go Overboard

Institutional Shareholder Services, Inc. (ISS) employs a lot of very smart people with great intentions, but sometimes, they just need help. ...more

ISS Releases 2016 Draft Voting Policy Changes for Comment

On October 26, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes for 2016. The three proposals are as follows...more

Corporate and Financial Weekly Digest - Volume X, Issue 42

SEC/CORPORATE - ISS Releases 2016 Draft Voting Policy Changes for Comment - On October 26, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes...more

They've Arrived: Long-Awaited Federal Crowdfunding Rules Adopted by SEC

On October 30, 2015, the U.S. Securities and Exchange Commission (SEC) voted three to one to adopt equity crowdfunding rules pursuant to Title III of the Jumpstart Our Business Startup Act of 2012 (JOBS Act)....more

ISS Proposes To Go Overboard In Proposed Policy Change

Institutional Shareholder Services Inc. (ISS) is a very influential purveyor of proxy advisory services.  As part of ISS’ annual policy update procedure, ISS recently released a proposed policy change with respect to...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

Proxy Access–Making Sure You are Prepared for the 2016 Proxy Season - Update

UPDATE (October 29, 2015): On October 22, 2015, the Staff of the Securities and Exchange Commission’s Division of Corporate Finance issued Staff Legal Bulletin No. 14H1, clarifying when a company may exclude a shareholder...more

NYSE Amends Rule Regarding Disclosure of Material Nonpublic Information

Companies listed on the New York Stock Exchange (NYSE) are certainly familiar with the NYSE rules regarding public disclosure of material information. Those rules require prompt disclosure of material information that may...more

ISS Launches 2016 Benchmark Policy Consultation

ISS has made available for public comment certain proposed voting policies for 2016. In the United States ISS has proposed policies relating to unilateral board actions, director overboarding and compensation at...more

Whistleblower Risk for Private Companies: Misperceptions About Whistleblower Protections Could Cost Private Companies

Sarbanes Oxley made it clear: publicly traded companies must protect whistleblowers from retaliation, or face large fines and legal actions. Yet a widely misunderstood ruling last year by the Supreme Court opened up...more

The Small IPO

There have been any number of economic analyses demonstrating that the public markets remain inhospitable to smaller IPOs and blog posts (many, ours) lamenting the absence of smaller IPOs. Recently, in preparing for a...more

Investing in Canadian public companies - Encroaching on the reporting threshold: What is the significance of 10 percent?

The threshold in Canada when one becomes a “reporting insider” of a “reporting issuer” is at an ownership level (including control and direction) of 10 percent. When a purchaser acquires ownership or control of greater than...more

New York Stock Exchange releases cybersecurity guide for public companies

We continue to urge CEOs and boards of public companies (and private and not-for profits) to harken the call of getting a handle on cybersecurity risk to companies today. Not too soon, the New York Stock Exchange published a...more

Blog: U.S. Chamber Of Commerce Won’t Challenge Pay-Ratio Rules — At Least For Now — And Will Focus Instead On Conflict Minerals...

The WSJ is reporting that, contrary to all expectations (including my own), “the U.S. Chamber of Commerce isn’t planning to mount a legal challenge to the Securities and Exchange Commission’s pay ratio rule.”...more

Prepping for Proxy Season

Every year about this time calendar-year-end companies should begin to prepare for the coming proxy season by looking back on lessons learned this year, considering recent SEC rulemaking and evaluating latest governance...more

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