Publicly-Traded Companies Compliance

News & Analysis as of

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

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

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

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

How to Be Heard: 5 Ways Compliance Officers Can Get Noticed by the Board, Other Executives, and Their Own Team

Even in today’s high-paced environment, compliance departments are too often viewed as a necessity somewhere along the lines of an insurance policy. You have to have one, sure, but the details don’t really matter all that...more

The Hidden Reason Most Mergers & Acquisitions Fail: A Special Post from Convercent CEO Patrick Quinlan

I’m in the world of tech and software, which is often a world of rapid growth and industry disruption. In fact that is often the point. Growth and innovation are usually followed by acquisitions and mergers of talent,...more

Dodd-Frank Executive Compensation Update: SEC Adopts CEO Pay Ratio Disclosure Rules

The Securities and Exchange Commission (SEC) recently adopted final rules implementing one of the last four remaining executive compensation requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. ...more

Conflict Minerals Disclosure for Calendar Year 2015: "Conflict Undeterminable" Generally No Longer Permitted

The "DRC Conflict Undeterminable" determination, widely employed in conflict minerals reports to date, will not be permitted for issuers (other than small companies) reporting in 2016 on activities in calendar year 2015. At...more

Reflections on the Hitachi FCPA Enforcement Action

Earlier this week, the Securities and Exchange Commission (SEC) announced resolution of a Foreign Corrupt Practices Act (FCPA) enforcement action involving the Hitachi Ltd (Hitachi). There were several interesting aspects to...more

New Volcker Rule FAQs: Market Making and CEO Certifications

Two new Volcker Rule FAQs have been issued. One FAQ addresses a bank’s market making activities. Amongst other things, the FAQ affirms that for purposes of meeting the final rule’s exemption for market-making, a...more

Activist Funds Must Comply with HSR Premerger Reporting Rules

The Federal Trade Commission (FTC) filed a complaint in August 2015 against three affiliated activist hedge fund companies and Third Point LLC, their management company, for acquiring voting securities in Yahoo! Inc. without...more

NYSE Expands Rules Related to Pre-Market Notification of Material News, Trading Halts and News Releases After Market Close

The NYSE has filed a proposed rule change that is immediately effective. The NYSE proposes to amend Section 202.06 of the Listed Company Manual to: - expand the pre-market hours during which listed companies are required...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

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

DOJ Hires Corporate Compliance Program Expert

In a somewhat surprising development, press outlets reported last week that the U.S. Department of Justice (“DOJ”) has hired a corporate compliance program expert who will work alongside federal prosecutors evaluating whether...more

The Boss Makes HOW much more than me? SEC Issues Final Pay Ratio Rule

On August 5, 2015, the Securities and Exchange Commission approved its final rule subjecting most public companies to the so-called “Pay Ratio Disclosure” mandated by the 2010 Dodd-Frank Wall Street Reform and Consumer...more

Fifth Circuit Rejects SOX Whistleblower Claims Not Raised in Administrative Complaint; Adopts Liberal "Reasonable Belief" Pleading...

On July 31, 2015, the Fifth Circuit issued a decision that may have both a positive and negative impact on employers defending whistleblower retaliation claims under the Sarbanes Oxley Act (SOX). In this decision, the court...more

Treasury Consultation Paper – Another Step Towards Crowd-Sourced Equity Funding

On 4 August 2015, the Treasury of the Australian Government released a consultation paper, facilitating crowd-sourced equity funding and reducing compliance costs (Consultation Paper). This follows the previous discussion...more

SEC Issues Final Rule on Pay Ratio Disclosure

Nearly two years after issuing the proposed rule, the U.S. Securities and Exchange Commission (SEC) on August 5, 2015, adopted by a 3-2 vote, the final rule on CEO-to-median employee pay ratio disclosure in what has become...more

Your Questions: Let’s Talk Risk - A Q&A Session about How to Achieve a Risk-based Approach to Compliance Management

Risk is at the heart of every compliance program. But that’s sometimes easier said than done. In January 2015, Kwamina Williford, Partner at Holland & Knight; Chris Caron, Compliance Director at Kiewit; and Joe LeBas of...more

Are Public Companies Required to Disclose that the Government is Investigating Them?

For many public companies, the first issue they have to confront after they receive a government subpoena or Civil Investigative Demand (“CID”) is whether to disclose publicly that they are under investigation. Curiously, the...more

Introduction of New Corporate Governance Code

On June 1, 2015, a new Corporate Governance Code (Code) came into effect for companies listed on the Tokyo Stock Exchange (TSE). The Code is part of the Japanese government’s efforts to reform certain long-standing corporate...more

SEC Proposes New Clawback Rules

Last Wednesday, the Securities and Exchange Commission (SEC) proposed new Rule 10D-1 to require public companies to adopt and enforce clawback policies to recoup incentive-based compensation paid to current and former...more

Cybersecurity Oversight: What is a Board of Directors to Do?

Cybersecurity and the risks of data breaches figured prominently at the 35th Annual Ray Garrett Corporate and Securities Law Institute held April 30, 2015, at Northwestern Law School in Chicago. Participating in a panel...more

Dechert Survey of Securities Fraud Class Actions Brought Against U.S. Life Sciences Companies

Publicly Traded Life Sciences Companies in the United States Are an Increasingly Popular Target of Securities Fraud Class Action Lawsuits - The past year was particularly noteworthy with respect to the relative number...more

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