Publicly-Traded Companies Securities & Exchange Commission

News & Analysis as of

Annual Review of Federal Securities Regulation - The Business Lawyer, Vol. 70, Iss. 3

This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant developments in federal...more

Securities and Exchange Commission Proposes Rules Regarding Claw-Back of Executive Compensation

Some five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Act”), the Securities and Exchange Commission (SEC) continues to work through the rule-making process required by the...more

SEC Announces Open Meeting on Proposed Clawback Requirements under Dodd-Frank Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act became law on July 21, 2010, introducing a variety of executive compensation-related regulations, including with respect to shareholder say-on-pay voting and...more

Financial Services Weekly News Roundup - June 2015 #4

Regulatory Developments - Client Alert: SEC Proposes Pay for Performance Rules: Goodwin Procter’s Capital Markets practice has issued a Client Alert on the SEC’s proposed rule that would require most public...more

Blog: This Year’s Conflict Minerals Filings Show Some Improvement, According To Early Review

An early review of conflict minerals filings for the 2014 reporting period shows improvement in “detail, clarity and quality,” according to this article in BNA. As reported by Elm Sustainability Partners, a conflict minerals...more

SEC Proposes Pay for Performance Rules

The SEC has proposed rules that would require most public companies to provide disclosure in their proxy statements regarding the relationship between their executive compensation and total shareholder return (TSR) for the...more

Blog: Are Non-GAAP Financial Measures Coming Under Renewed Scrutiny?

In the wake of the Enron scandal and the dot-com bust in 2003, the SEC adopted Reg G and related amendments to Reg S-K to prevent public disclosure of misleading non-GAAP financial measures. Among other things, these rules...more

Blog: Regulatory Salmagundi

Release of no-review letters. As you know, the SEC has been releasing the give and take of comment letter correspondence with registrants for a number of years. Now the SEC has announced that, beginning July 1, 2015, Corp...more

Blog: No Such Thing As Too Much Analysis

Or, at least, that seems to be the position of the SEC staff following the tongue–lashing it suffered in 2011, when the D.C. Circuit tossed out the SEC’s mandatory proxy access rules. You may recall that plaintiffs Chamber of...more

SEC Proposes Pay-for-Performance Disclosure Rules

On April 29, 2015, the Securities and Exchange Commission (SEC) proposed a new rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act that would require public companies to disclose the relationship between...more

SEC Releases Agenda For Upcoming Advisory Committee Meeting

On May 28, the SEC released the agenda for its upcoming Advisory Committee on Small and Emerging Companies meeting, which is scheduled to occur on June 3. The meeting will focus on public company disclosure effectiveness,...more

Assessing cybersecurity risks and protecting consumer data before filing for an IPO in the age of the Internet of Things

In May of this year, Fitbit Inc. (Fitbit) filed for an Initial Public Offering (IPO) for upwards of $100 million. With more and more consumers using wearable devices, privacy concerns have skyrocketed. However, since 2011,...more

Pay For Performance Table and Best Proxy Disclosure

The SEC recently released its proposed "pay for performance" rules under one of the last remaining executive compensation requirements mandated by the Dodd-Frank Act. This new "pay for performance" rule requires companies1 to...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

SEC Proposes Pay Versus Performance Disclosure Rules

A divided Securities and Exchange Commission proposed rules on April 29, 2015 that would require U.S. public companies to disclose the relationship between executive compensation “actually paid” and the financial performance...more

SEC Proposed Hedging Transaction Disclosure Rules

Much attention has been given to recent U.S. Securities and Exchange Commission (SEC) proposed rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank Act) that would require disclosure of...more

Locke Lord QuickStudy: Public Companies Face “Pay for Performance” Disclosure Based on Total Shareholder Return

Public company proxy statements would have to disclose the total compensation “actually paid” to their principal executive officers over the previous five years, then describe the relationship between that compensation and...more

SEC Proposes “Pay-Versus-Performance” Rules

On April 29, 2015, the SEC issued its long-awaited “pay-versus-performance” rule proposal. The rules would add a new paragraph (v) to Item 402 of Regulation S-K. In short, the proposed rules would require a new table...more

SEC Proposes New Pay versus Performance Disclosure Rules

On April 29, 2015, the United States Securities and Exchange Commission (SEC) voted three-to-two to propose new rules that would prescribe new mandatory Pay versus Performance disclosure. The new disclosure would include...more

Blog: Senator Urges SEC To Revisit Rules And Policies On Stock Buybacks

Data compiled by S&P and Bloomberg shows that companies in the S&P 500 spent 95% of their earnings on repurchases and dividends in 2014, including spending $553 billion on stock buybacks in 2014. ...more

The SEC Doesn’t Love Secret Perks for Executives

If you find yourself as the CEO of a public company, you’ll probably find pluses and minuses. You’ll have to work really hard, but it can be lucrative, too. You can get paid a lot of money. And your company can pay you...more

Financing Challenges for Small Cap Companies [Video]

Megan Gates explains the how rules implemented by the SEC and national securities exchanges make raising capital particularly challenging for small-cap companies....more

SEC Adopts Updated EDGAR Filer Manual

On April 13, the SEC adopted revisions to EDGAR Filer Manual and related rules to reflect updates to the EDGAR system. The updates are being made primarily to support the 2015 US GAAP financial reporting and 2015 EXCH...more

Two Oft-Neglected Cybersecurity Protections

With each passing year, cybercrime moves further into the mainstream of public company existence. What until recently was mostly an annoying, abstract concern for a handful of companies is now a daily menace that impacts...more

The New "Reg A+" Opens Doors For Private Companies To Raise Capital

On March 25, 2015, the Securities and Exchange Commission approved the final rules to adopt amendments to Regulation A, which will go into effect 60 days after the rules are published in the Federal Register....more

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