A judge in the Federal District Court from the Southern District of Texas recently granted summary judgment to a company in a suit seeking declaratory judgment to permit the company to exclude John Chevedden's shareholder...more
Board Oversight of Distribution and Financial Intermediaries - One of the SEC’s stated focuses is on payments for “distribution in guise.” Mutual funds are only permitted to pay for distribution of their shares if...more
The SEC and Institutional Shareholder Services, Inc. (ISS) have settled public administrative and cease-and-desist proceedings initiated against ISS by the SEC alleging that ISS violated Section 204A of the Advisers Act by...more
The New York Stock Exchange (NYSE) recently filed a proposal with the Securities and Exchange Commission (SEC) to delete Rule 312.07 of its listing standards. The historically controversial shareholder voting rule currently...more
The SEC’s “unbundling” requirements have largely been the stuff of SEC lore -- periodically referred to but rarely seen in corporate governance matters. However, thanks to the high profile dispute between David Einhorn’s...more
On April 8, 2013, Judge Shira A. Scheindlin of the Southern District of New York granted auditor Deloitte Touche Tohmatsu CPA’s (“DTTC”) motion to dismiss a shareholder class action, finding that plaintiffs failed to...more
In August 2011, Professor Lucian Bebchuk and nine other law professors submitted this petition asking that the Securities and Exchange Commission adopt rules requiring public companies to disclose to shareholders the use of...more
On January 11, 2013, the SEC approved a proposed amendment to the listed company manual (the "manual") of the NYSE that will provide a uniform method of notifying the NYSE of matters or events where timely notification is...more
2012 was a robust year for both the U.S. leveraged loan and high-yield markets, including record-breaking deal volume for the latter. These conditions provided fertile ground for borrowers and issuers in U.S. markets to fund...more
We are pleased to provide a collection of commentaries on the critical legal issues facing our clients in 2013. There is hope that global economic and market conditions will continue to improve despite ongoing...more
Most public companies use Broadridge for shareholder voting tasks related to their annual meetings. Due to a new interpretive position being taken by the SEC, Broadridge recently informed its clients of a technical change in...more
The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more
Happy New Year! We are beginning this week with a series of top Privacy and Security issues for 2013, as we see them. Let’s start with an issue of interest to publicly traded companies, or companies considering going...more
Shareholder sensitivity to excessive corporate perks has continued to heighten these past few years, driven in part by a constant barrage of negative press over perks and an upward trend in SEC enforcement regarding how these...more
As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more
In this issue: - SEC Releases Guidance on Shareholder Proposals - Health Care Reform: Large Employers and the New Health Insurance Exchanges - Private Exchanges: You Have Questions, We Have...more
On October 16, 2012, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14G (SLB 14G). The release is the eighth staff legal bulletin discussing...more
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”)1 became law on July 21, 2010. The primary purpose of the Act is to identify and manage threats to the stability of the nation’s financial system, such...more
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