On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act (Act). The Act is identical to the bill the U.S. Senate passed in May 2020. Most significantly, the Act requires...more
12/9/2020
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China ,
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Hong Kong ,
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Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On November 19, 2020, the Securities and Exchange Commission (SEC) adopted amendments to certain financial disclosure requirements of Regulation S-K, including those applicable to the Management’s Discussion and Analysis of...more
Companies have important decisions to make as they prepare for the 2020 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which we...more
12/3/2019
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Glass Lewis ,
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Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Reporting Requirements ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
There have been significant recent developments in U.S. Securities and Exchange Commission (SEC) regulation of foreign private issuers, (FPIs) including changes that impact the annual report on Form 20-F for fiscal year 2019....more
11/1/2019
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Amended Rules ,
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Fixing America’s Surface Transportation Act (FAST Act) ,
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Libor ,
MD&A Statements ,
Mining ,
Multinationals ,
Nasdaq ,
NYSE ,
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Popular ,
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Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Approval ,
Sustainability ,
Tariffs ,
Trade Wars ,
UK Brexit ,
XBRL Filing Requirements
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related SEC staff guidance, as well as stock exchange listing...more
3/8/2019
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EDGAR ,
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Form 8-K ,
Hedging ,
Listing Rules ,
Listing Standards ,
NYSE ,
Proxy Materials ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Say on Frequency Votes ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Smaller Reporting Companies
The much-discussed new revenue recognition standards jointly issued by the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) to harmonize revenue recognition standards between...more
As companies finalize their proxy materials for annual shareholder meetings, they should consider the following U.S. Securities and Exchange Commission (SEC) filing and disclosure requirements. Ensure clarity on the proxy...more
3/16/2017
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Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more
12/8/2016
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Corporate Executives ,
Corporate Governance ,
Director Nominations ,
Diversity ,
Dodd-Frank ,
Executive Compensation ,
FASB ,
Non-GAAP Financial Measures ,
Pay Ratio ,
Proxy Access ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Reporting Requirements ,
Resource Extraction ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
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
10/4/2016
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EU ,
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Financial Markets ,
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UK ,
UK Brexit
On June 1, 2016, the U.S. Securities and Exchange Commission (SEC) amended Form 10-K to specifically allow companies to provide a summary section in their annual reports. This revision to Form 10-K was adopted to implement...more
Following are a few points to consider when preparing proxy statement materials for filing with the U.S. Securities and Exchange Commission (SEC) in connection with annual shareholder meetings....more
The U.S. Securities and Exchange Commission (SEC) recently took several important steps to facilitate smaller securities offerings. First, it adopted final rules for the new Securities Act exemption for securities-based...more
11/5/2015
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Regulation D ,
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Rule 147 ,
Rule 501 ,
Rule 504 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Following are a few points to consider when preparing proxy statement materials for filing with the U.S. Securities and Exchange Commission (SEC) in connection with annual shareholder meetings....more
4/1/2015
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Annual Reports ,
EDGAR ,
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Form 10-K ,
Form 8-K ,
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Shareholder Meetings
The SEC has proposed rules to implement the “CEO pay ratio” disclosure requirements under Section 953(b) of the Dodd-Frank Act.
The proposed rules would require many SEC reporting companies to publicly disclose the...more