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Discretionary Equity Awards to Directors Subject to “Entire Fairness” Standard of Review

Human nature being what it is, the law, in its wisdom, does not presume that directors will be competent judges of the fair treatment of their company where fairness must be at their own personal expense. According to the...more

Do You Need a Risk Factor for Proposed U.S. Federal Income Tax Reform?

Tax reform efforts by Congress are ongoing, and the substance of the tax bills remains fluid. However, for foreign corporations with U.S. operations, there are some specific potential risks to consider, such as additional...more

Smaller Issuer Relief in the Financial CHOICE Act

As noted in the earlier post, the House passed the Financial CHOICE Act yesterday. While the headline-grabbing aspects of the Financial CHOICE Act relate to a repeal of the Volcker Rule and reducing the authority of the...more

Say-on-Pay Voting Frequency - The Financial CHOICE Act Adds Uncertainty to the Process

The House passed the Financial CHOICE Act on Thursday as part of the new administration’s bid to overhaul Dodd-Frank. It is not expected to get through the Senate in its current form, but it does provide an interesting read....more

A Long and Winding Road Ends for Resource Extraction Disclosure

On February 14, 2017, President Trump approved a joint resolution of Congress that disapproves the SEC’s rule requiring specific disclosures by resource extraction issuers, effectively repealing the rule. The rules required...more

SEC Proposes Universal Ballots in Contested Elections

On October 26, 2016, in a split vote, the SEC proposed the mandated use of universal ballots in contested director elections at annual meetings. The proposed rules were controversial even before they were proposed – the House...more

Can a shareholder who is unable to rely on the HSR passive investor exemption still file a Schedule 13G? Maybe, says the SEC Staff...

On July 12, 2016, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions...more

Understanding the SEC’s Proposed New Mining Disclosure Rules: Questions and Answers

On June 16, 2016, the SEC proposed a major overhaul of the disclosure requirements for companies that are engaged in material mining operations, including royalty companies. The proposed rules would replace the SEC’s...more

SEC Proposes Updated Mining Disclosure Rules ? Industry Guide 7 to be Eliminated

On June 16, 2016, the SEC proposed new rules to update disclosure requirements for mining properties. The intent of the proposed rules is align them more closely with current industry and global standards, specifically...more

SEC Issues Interim Rules Under FAST Act

On January 13th, the SEC issued two interim final rules implementing portions of the Fixing America’s Surface Transportation Act (the FAST Act). These interim final rules...more

Déjà Vu ? SEC Proposes “New” Rules for Disclosure of Government Payments by Resource Extraction Issuers

On December 11, the SEC re-proposed rules requiring disclosure of government payments by resource extraction issuers. The proposed rules will require resource extraction issuers to disclose payments made to the U.S. federal...more

FAST Act Signed into Law, Continues Trend of Simplifying Public Company Disclosures and Access to Capital Markets

On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act (the FAST Act). While the FAST Act is primarily a transportation bill, the Act includes several reforms designed to simplify...more

SEC Gets Off the Sidelines - Publishes Guidance on Shareholder Proposal Exclusions

Yesterday, just in time for the start of the proxy season, the Securities and Exchange Commission published its eagerly-awaited guidance on two shareholder proposal exclusions – Rule 14a-8(i)(9) (“directly conflicts”...more

SEC Proposes Schedule for Disclosure Rules Regarding Payments by Resource Extraction Issuers – Final Rules by June 27, 2016

On September 2, a federal judge held that the SEC had “unlawfully withheld” agency action by failing to promulgate final rules requiring disclosure of government payments by resource extraction issuers and gave the SEC 30...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

Now’s the Time to Review Compensation Arrangements Relating to Unvested Rights

Correction of Errors before Year End Could Avoid Costly 409A Penalties - Sometimes overlooked is the fact that many employment, severance and change-of-control agreements are subject to U.S. Internal Revenue Code...more

Disclosure Rules Regarding Payments by Resource Extraction Issuers Have Been “Unlawfully Withheld” by the SEC – Court Orders...

Yesterday, a federal judge ordered the SEC to file with the court an expedited schedule for promulgating final rules requiring disclosure of government payments by resource extraction issuers. The SEC has 30 days to file the...more

SEC Publishes Concept Release on Audit Committee Disclosures

On July 1, 2015, the Securities and Exchange Commission published its long-expected concept release seeking public comment on expanded disclosure requirements for audit committees. The Commission noted that, although audit...more

SEC Issues Proposed Rules for Clawback Policies and Related Disclosure

On July 1, 2015, the Securities and Exchange Commission proposed rules regarding clawback policies and disclosure, requiring the recovery of incentive-based compensation of officers in cases of material non-compliance with...more

Preparing for the 2015 Proxy Season

Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

SEC Issues Guidance on Determination and Verification of Accredited Investor Status

On July 3rd, the SEC issued guidance in the form of six new compliance and disclosure interpretations regarding accredited investor status. Two of the C&DIs relate to the calculation of income and assets for purposes of...more

SEC Provides Interpretive Guidance on Conflict Minerals Reporting

On April 29, 2014, the SEC’s Division of Corporation Finance issued interpretive guidance on the conflict minerals rules in response to the April 14, 2014 ruling of the U.S. Court of Appeals for the District of Columbia. The...more

What’s New for the 2014 Proxy Season

Unlike in past years, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

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