Publicly-Traded Companies Securities & Exchange Commission

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"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

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

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

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

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

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

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

Blog: AS 18 Creates A New Buzz About Related-Party Transactions For The Audit Of 2015

As discussed in this PubCo post, last year the PCAOB adopted Auditing Standard No. 18, Related Parties, addressing related-party transactions, significant unusual transactions and transactions with executive officers. (See...more

Drafting Employment Agreements – What Can We Learn from Ralph Lauren

One of the little facts that’s not widely known is that the SEC typically publishes all sorts of executive employment agreements for publicly-traded companies. They’re ready and available for download....more

Corporate Governance Alert (US): The Menace of the Mini Tender

A perfectly legal, but on its face very predatory, practice is increasingly hitting major public companies and likely confusing and taking advantage of their small individual investors: the “mini” tender offer. Thus far, the...more

SEC’s Conflict Minerals Rule Still Unconstitutional, Says D.C. Circuit

On August 18, 2015, the United States Court of Appeals for the District of Columbia Circuit reaffirmed that both Section 1502 of the Dodd-Frank Act and its implementing Conflict Minerals Rule issued by the SEC violate the...more

SEC ALJ Slams Bebo; Summarily Denies ConLaw Challenge

Laurie Bebo, CEO of Assisted Living Concepts, initially got some sympathetic words from the U.S. District Judge who felt constrained to turn away her constitutional challenge to the SEC’s administrative forum: The Court...more

Why Not Let The Market Decide The Frequency Of Earnings Reports

In an Op-Ed published yesterday by the Wall Street Journal, MIT Senior Lecturer Robert Pozen and Harvard Law School Professor Mark J. Roe  argue for the retention of quarterly earnings reports with some modifications.  They...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

Securities and Governance Update: October 2015 Update

This summer, the SEC proposed a new clawback rule (Proposed Rule 10D-1) to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank). Section 954 of Dodd-Frank added a new...more

SEC and Amnesty International Seek En Banc Rehearing of Decision in Ongoing Conflict Minerals Court Battle

On Friday, the SEC and Amnesty International each filed petitions seeking a rehearing en banc of the August 2015 panel opinion of the U.S. Court of Appeals for the District of Columbia Circuit regarding the conflict minerals...more

States Challenge SEC Regulation A+

Massachusetts and Montana have taken the highly unusual step of suing the SEC over a recent amendment to Regulation A under the Securities Act of 1933. The SEC adopted "Regulation A+" (as the amended regulation is...more

Five Advantages to Section 18 – A New Weapon for Institutions

Section 18 of the Securities Exchange Act, while seldom used in the past, has been increasingly used by institutional investors in suits against banks and other entities. The advantages of Section 18 are as follows...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

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