Publicly-Traded Companies

News & Analysis as of

"Corporate Finance Alert: 2017 SEC Filing Deadlines for Companies With December 31, 2016 Fiscal Year-End"

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2017. Companies also should be mindful of the 2017 financial statement “staleness” dates (when financial...more

Settlement of Calma v. Templeton Provides Guidance on Setting Director Pay

In response to recent lawsuits by the plaintiffs’ bar, I have previously posted about why public company employers may wish to consider adding a separate annual limit on non-employee director equity awards. Just last month...more

Delaware Court of Chancery Dismisses Litigation Arising from Controller Buyout of Books-A-Million Under "MFW" Framework

On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the...more

What Can Public Companies Learn from the ISS Policy Survey for the 2017 Proxy Season?

Institutional Shareholder Services Inc. (ISS) announced the results of its 2016-2017 policy survey on September 29, 2016, which included responses from 115 institutional investors, 270 corporate issuers and 17...more

FCC Liberalizes Rules for Foreign Investment in U.S. Broadcast Licensees

On September 30, 2016, the FCC adopted an order designed to liberalize and streamline the foreign ownership review process for broadcast licensees (the “Broadcast Liberalization Order”). Section 310(b) of the Communications...more

SEC Staff No Longer Requires “Tandy” Representations in Filing Reviews

The staff of the U.S. Securities and Exchange Commission (SEC) announced on October 5, 2016 that, with immediate effect, it will no longer require companies to include “Tandy” representations in their disclosure filing review...more

New Regulations Dramatically Alter Partnership 'Disguised Sales' and Allocation of Partnership Liabilities

On October 4, 2016, the Internal Revenue Service and the Treasury Department issued a sweeping package of proposed, temporary and final regulations under the Internal Revenue Code that, among other things, significantly...more

Clawbacks – Putting Fear into Executives' Hearts?

We are in October and I am looking forward to my annual exploration of classic monster movies beginning this coming Friday. This year I decided to go back to the roots by watching the 30s and 40s classic Universal monster...more

"SEC Disclosure Brexit Trends"

Three months after the United Kingdom voted to exit the European Union, the timing and scope of Brexit remain unclear. Until such details are determined with specificity, there is and will continue to be increased economic...more

Asia Pacific Restructuring & Insolvency Guide: Hong Kong

This is the Hong Kong chapter of the second edition of the White & Case Asia Pacific Restructuring and Insolvency Guide... ..Introduction - On 1 July 1997, Hong Kong became a Special Administrative Region of the...more

South Africa Newsletter - September 2016

South Africa’s diverse economy, strategic role in Africa and political history create a unique business and regulatory environment. The Dentons South Africa Newsletter will help you keep abreast of issues that affect doing...more

Investigators Continue to Scrutinize Climate Change Disclosures

Critics Claim “Intimidation” - Earlier this month, on September 14, 2016, feuding parties gathered before the House Committee on Science, Space and Technology to address the legitimacy of subpoenas sent to the New York...more

SEC Overlooks Nevada’s Transfer Agent Licensing Laws

Transfer agents provide a number of crucial services, primarily for publicly traded companies. Among other responsibilities, they maintain ownership records, record security transfers, issue and cancel certificates and...more

Does California Corporate Law Really Govern 20% of All Public Companies?

On Tuesday, the Deal Professor (aka Berkeley Law School Professor Steven Davidoff Solomon) wrote an interesting column for The New York Times’ Dealb%k. According to the Professor, California is the headquarters state for 20%...more

New FAQs Clarify Shareholder Approval Rules For Stock-For-Tax Withholding

It has been close to a decade since the New York Stock Exchange (NYSE) last updated its set of frequently asked questions (FAQs) regarding equity compensation plans. On August 18, 2016, the NYSE released updated FAQs and,...more

SEC Suspends Regulation A+ Offering

In the first action of its kind, the SEC has temporarily suspended the Tier 2 Regulation A+ offering of Med-X, Inc. The $15 million continuous offering of common stock was qualified by the SEC on November 3, 2015. ...more

Ethics and Incentive Compensation: A Ticking Time Bomb

In a recent Wall Street Journal article, it was reported that “some drug-industry watchers say Mylan’s incentives may have played a role in its steep price increases for the EpiPen.” The article addressed one-time awards for...more

SEC's Filing Fees Increase 15 Percent Effective October 1, 2016

On August 31, 2016, the Securities and Exchange Commission (SEC) announced that in fiscal year 2017, the fees that public companies and other issuers pay to register their securities with the SEC will be increased from...more

SEC Proposes to Require Hyperlinks to all Exhibits in Periodic Reports and Registration Statements

On August 31, the SEC issued proposed amendments to Regulation S-K and Regulation S-T that would require public companies and companies filing registration statements to include in the exhibit index to periodic and current...more

New Nasdaq Rule Requires Disclosure of Third Party Compensation of Directors and Nominees

Effective August 1, 2016, companies listed on Nasdaq are subject to a new rule requiring annual disclosure of the material terms of agreements or arrangements between directors or director nominees and third parties that...more

The Delaware Plaintiff’s Bar Mines a New Vein of Liability: Limits on Director Compensation

Compensation committees composed of independent outside directors were created as the check-and-balance guardians against management compensation engorgement. But as the Roman philosopher Cicero famously posed, “Who guards...more

Taking security over publicly traded shares

Taking security over publicly traded shares can be a minefield for an unprepared lender. Lee Federman and Nik Colbridge discuss some key issues to consider. ...more

International News: Focus on International M&A

The Impact of The EU General Data Protection Regulation - The EU General Data Protection Regulation 2016/679 (GDPR) was published in the Official Journal of the European Union on 4 May 2016 following the compromise...more

Blog: GAO Issues Second Annual Conflict Minerals Report

The GAO has issued its annual conflict minerals report to Congress, entitled “Companies Face Continuing Challenges in Determining Whether Their Conflict Minerals Benefit Armed Groups.” The GAO is required to report annually...more

Non-GAAP Disclosure Controls and Procedures

It seems that everyone is focused on non-GAAP financial measures these days, including the SEC. As has been exhaustively reported, SEC Chair Mary Jo White fired the first shot across public company bows back in December 2015,...more

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