The New York Stock Exchange has filed a proposal that will prohibit listed companies from issuing material news after the close of trading (generally 4:00 p.m. Eastern Time) until the earlier of the publication of the...more
It appears likely that the CEO pay ratio disclosure rule adopted by the Securities and Exchange Commission in 2015 will require companies that are subject to the rule to begin including CEO pay ratio disclosure for 2017...more
The New York Stock Exchange (“NYSE”) is seeking to delay the implementation of its recently-adopted dividend notification requirements until no later than February 1, 2018....more
The New York Stock Exchange has amended its Listed Company Manual to require listed companies to notify the NYSE at least 10 minutes before the company announces any dividend or stock distribution or the fixing of a record...more
The NYSE has recently proposed two notable amendments to its rules. The first proposal would require listed companies to notify the NYSE at least 10 minutes before the company announces any dividend or stock distribution,...more
The Securities and Exchange Commission has adopted final rules that will require companies to include active hyperlinks to exhibits in most registration statements filed under the Securities Act of 1933 and most reports filed...more
On November 21, 2016, Institutional Shareholder Services (ISS) released final changes to its voting policies for 2017. One of ISS’s changes is the adoption of a new policy to recommend against the election of Nominating &...more
The staff of the Division of Corporation Finance of the Securities and Exchange Commission has issued three additional responses to company no-action requests to exclude shareholder-proposed amendments to proxy access bylaw...more
On October 27, 2016, ISS released certain proposed changes to its voting policies for 2017 for comment. One of its proposed changes is to recommend against the election of NCG committee members of any company that eliminates...more
Recent SEC responses to no-action requests involving shareholder proposals seeking initial adoption of a proxy access bylaw confirm that the SEC staff is continuing to evaluate company requests to exclude these proposals from...more
As discussed in our recent client alert “SEC Issues Important Non-GAAP Interpretations” (May 19, 2016), the SEC recently released a series of new C&DIs on the use of non-GAAP financial measures by reporting companies and new...more
On March 14, 2016, the SEC issued a no-action letter permitting holders of shares of common stock of a publicly traded REIT, or REIT shares, received in exchange for privately placed units of the REIT’s operating partnership,...more
On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act, or FAST Act. The FAST Act includes several provisions intended to improve capital formation by smaller issuers and...more
Changes to Notification Requirements -
Notifications During Pre-Market Hours. Currently, Rule 202.06 requires listed companies to notify the NYSE at least 10 minutes before they release material news “shortly before the...more
9/23/2015
/ Amended Regulation ,
Bloomberg Inc. ,
Dow Jones ,
Form 8-K ,
Investor Protection ,
Listing Rules ,
Material Disclosures ,
Nasdaq ,
Notice Requirements ,
NYSE ,
Press Releases ,
Public Disclosure ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Trading Suspension
On August 5, 2015, the Securities and Exchange Commission adopted the final CEO pay ratio disclosure rule by a 3-2 vote. The final rule amends Item 402 of Regulation S-K, as required by Section 953(b) of the Dodd-Frank Wall...more
On July 1, 2015, the Securities and Exchange Commission proposed rules, consisting of new Rule 10D-1 and related rule and form amendments, that would require clawbacks of incentive compensation received by executive officers...more
7/17/2015
/ Clawbacks ,
Corporate Officers ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Financial Reporting ,
Financial Restatements ,
Foreign Private Issuers ,
Form 8-K ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Offsets ,
Proposed Regulation ,
Public Disclosure ,
Rule 10D-1 ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Total Shareholder Return (TSR)
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
Public companies should review their confidentiality arrangements for any provisions that may result in unintended violations of the Dodd-Frank Act’s whistleblower protections....more
4/16/2015
/ Confidentiality Agreements ,
Dodd-Frank ,
Enforcement Actions ,
Equal Employment Opportunity Commission (EEOC) ,
Internal Investigations ,
KBR (formerly Kellogg Brown & Root) ,
NLRB General Counsel ,
Rule 21F ,
Securities and Exchange Commission (SEC) ,
Whistleblower Protection Policies ,
Whistleblowers
Recent SEC enforcement actions serve as a reminder that CEOs and CFOs are subject to incentive compensation clawbacks under Section 304 of the Sarbanes-Oxley Act even when there has been no misconduct on their part....more
The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more