On October 18, 2016, the Staff of the Division of Corporation Finance (Division) of the Securities and Exchange Commission (SEC) released new Compliance & Disclosure Interpretations (C&DIs) for the controversial pay ratio...more
On October 3, 2016, a National Market System (NMS) Plan to implement a Tick Size Pilot Program commenced. The program was introduced by an Order of the Securities and Exchange Commission (SEC) on May 6, 2015, as “an...more
Amendments to the Delaware General Corporation Law -
Several significant amendments to the Delaware General Corporation Law (the DGCL) were signed into law on June 16, 2016, and went into effect on August 1, 2016.1 Most...more
On July 13, 2016, the U.S. Securities and Exchange Commission (SEC) proposed amendments designed to update and simplify certain disclosure requirements that may have become redundant, duplicative, overlapping, outdated or...more
On June 27, 2016, the Securities and Exchange Commission (SEC) adopted new rules requiring certain producers of oil, natural gas and minerals to publicly disclose information regarding payments to the U.S. federal government,...more
7/13/2016
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Securities and Exchange Commission (SEC)
On June 27, 2016, the SEC Staff proposed changes to the definition of “smaller reporting company” to expand the number of registrants that would qualify as smaller reporting companies (SRC). The term “smaller reporting...more
On May 3, 2016, the Securities and Exchange Commission (the “Commission”) released final rules1 implementing Titles V and VI of the JOBS Act and Section 85001 of the FAST Act, which together adjusted certain threshold for...more
Senior members of the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities and Exchange Commission (SEC) gathered with two former SEC commissioners at the Practising Law Institute’s annual “SEC Speaks”...more
In its first published opinion applying the Supreme Court’s landmark ruling in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), the 2nd Circuit has offered relief to...more
Proxy Access -
2015 was a turning point for shareholder proposals seeking to implement proxy access, which gives certain shareholders the ability to nominate directors and include those nominees in a company’s proxy...more
Executive and Director Compensation -
Perennially in the spotlight, executive compensation will continue to be a hot topic for directors in 2016. But this year, due to the SEC’s active rulemaking in 2015, directors will...more
Audit Committees -
Averaging 8.8 meetings a year, audit continues to be the most time-consuming committee.i Audit committees are burdened not only with overseeing a company’s risks, but also a host of other...more
Risk Management -
Risk management goes hand in hand with strategic planning — it is impossible to make informed decisions about a company’s strategic direction without a comprehensive understanding of the risks involved....more
Cybersecurity -
Nearly 90 percent of CEOs worry that cyber threats could adversely impact growth prospects, up from nearly 70 percent the previous year. Yet, in a recent survey, nearly 80 percent of the more than 1,000...more
M&A Developments -
M&A activity has been robust in 2015 and is on track for another record year. According to Thomson Reuters, global M&A activity exceeded $3.2 trillion, with almost 32,000 deals during the first three...more
Board Composition and Succession Planning -
Boards have to look at their composition and make an honest assessment of whether they collectively have the necessary experience and expertise to oversee the new opportunities...more
Social Media -
Companies that ignore the significant influence that social media has on existing and potential customers, employees and investors do so at their own peril. Last quarter, Facebook reported daily active...more
Top 10 Topics for Directors in 2016 U.S. public companies face a host of challenges as they enter 2016. Here is our annual list of hot topics for the boardroom in the coming year...
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Shareholder Activism -
Shareholder activism and “suggestivism” continue to gain traction. With the success that activists have experienced throughout 2015, coupled with significant new money being allocated to activist...more
Strategic Planning Considerations -
Strategic planning continues to be a high priority for directors and one to which they want to devote more time.i Figuring out where the company wants to — and where it should want to...more
On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act (the “FAST Act”). While the legislation is aimed at providing long-term funding certainty for surface transportation, it...more
Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis each have released updates to their policies that outline how they will form recommendations to shareholders on how they should vote on governance,...more
Amendments to the DGCL -
Several significant amendments to the Delaware General Corporation Law (DGCL) were signed into law on June 24, 2015, and will go into effect on August 1, 2015. Most significantly, these...more
On March 25, 2015, the U.S. Securities and Exchange Commission unanimously adopted final rules to amend Regulation A, as mandated by Title IV of the Jumpstart Our Business Startups Act (JOBS Act). Whereas the existing...more
The U.S. Supreme Court found middle ground in Omnicare this week, holding that issuers’ statements of opinion issued in registration statements can be the basis for liability under Section 11 if either the speaker does not...more