Latest Publications


SEC Issues Proposed Crowdfunding Rules

On October 23, 2013, the SEC issued a unanimous rule proposal authorized under Title III of the Jumpstart Our Business Startups Act (the JOBS Act) permitting securities-based crowdfunding. The proposed rules provide a...more

FINRA Proposes Crowdfunding Portal Rules and Related Forms

On October 23, 2013, the Financial Industry Regulatory Authority (FINRA) issued proposed rules and forms regarding crowdfunding through funding portals. The proposed rules, which reflect rules recently proposed by the SEC,...more

10/30/2013  /  Crowdfunding , FINRA , JOBS Act , SEC

SEC Proposes Rules for Pay Ratio Disclosure

At an open meeting on September 18, 2013, the Securities and Exchange Commission (SEC) approved for public comment proposed "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and...more

SEC Approves CEO Pay Ratio Disclosure and Municipal Advisor Registration

At the September 18, 2013, open meeting of the Securities and Exchange Commission (SEC), the commissioners voted three to two to propose rules that will require listed companies to disclose pay ratios comparing a company's...more

SEC Issues Proposed Changes to Regulation D, Form D and Rule 156

On July 10, 2013, in addition to adopting rules amending Rule 506 of Regulation D to permit general solicitation and adding rules regarding disqualification of “Bad Actors,” the SEC also proposed rules that would amend...more

SEC Issues FAQs on Conflict Minerals and Resource Extraction

On May 30, 2013 the SEC released 12 FAQs relating to disclosure regarding the use of conflict minerals, and nine FAQs relating to disclosure of payments by resource extraction issuers. Disclosure of the use of conflict...more

NYSE Proposes to Remove Separate Voting Standard for Listed Companies

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

SEC Staff Provides Additional Rule 14a-8(i)(3) Guidance in No-Action Letter Responses

The SEC has elaborated on its Rule 14a-8(i)(3) analysis in its recent responses to registrant request for no-action letters. Shareholder proposals often reference definitions found in NYSE and NASDAQ listing standards...more

SEC Approves Nasdaq and NYSE Listing Standards Related to Compensation Committees and Advisers

On January 11, 2013, the Securities and Exchange Commission (SEC) issued final orders approving The NASDAQ Stock Market (Nasdaq) and the New York Stock Exchange (NYSE) proposed listing standards relating to compensation...more

ISS Issues Two Sets of FAQs: 102 FAQs on Compensation Policies and 77 FAQs on Non-Compensation-Related Questions

On December 20, 2012, ISS released two lengthy sets of FAQs on 2013 compensation and non-compensation related policies. The following are issues addressed in the FAQs....more

2013 U.S. Proxy Voting Policies and Procedures FAQ (Excluding Compensation-Related Questions)

The following issues are among those addressed in ISS' non-compensation-related FAQs... ...more

ISS Issues 26 FAQs on 2013 Peer Group Selection

On December 4, 2012 Institutional Shareholder Services (ISS) released a total of 26 FAQs on ISS' peer group selection methodology and processes by which companies may update peer group information with ISS....more

1/9/2013  /  Executive Compensation , ISS

ISS Releases 2013 Corporate Governance Policy Updates and Procedures

On November 16, 2012, Institutional Shareholder Services (ISS) released its 2013 Corporate Governance Policy Updates and Procedures. Certain key policy changes are...more

12/10/2012  /  Corporate Governance , ISS

Foreign Corrupt Practices Act Resource Guide Released by SEC and Department of Justice

On November 14, 2012, the SEC and Department of Justice (DOJ) released a Resource Guide to the U.S. Foreign Corrupt Practices Act (FCPA). The 120-page guide provides in-depth analysis of the SEC and DOJ approach to FCPA...more

11/19/2012  /  Anti-Bribery , FCPA , FCPA Resource Guide , SEC

SEC Releases Staff Legal Bulletin Regarding Shareholder Proposals

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

NYSE and Nasdaq File Proposed Rules Changes on Compensation Committee and Compensation Advisers

On July 2, 2012, we published an alert summarizing the SECs adoption of Exchange Act Rule 10C-1, which required national securities exchanges to adopt rules for listed companies related to compensation committee and...more

10/8/2012  /  Compensation Committee , Nasdaq , NYSE , SEC

SEC Announces Fee Increase for Fiscal 2013

On August 31, 2012, the SEC issued fee advisory #7, which increases fees paid by public companies for registrations with the SEC to $136.40 per million dollars, effective October 1. This represents an increase of more than 19...more

9/10/2012  /  SEC

SEC Adopts New Disclosure Rules For Extractive Industries

On August 22, 2012, the SEC adopted rules mandated by Dodd-Frank Wall Street Reform and Consumer Protection Act, which added a new section Section 13(q) to the Exchange Act....more

8/27/2012  /  Dodd-Frank , SEC

SEC Adopts Conflict Minerals Disclosure Rules

On August 22, 2012, the SEC adopted a rule mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires issuers to conduct a good faith reasonable country of origin inquiry and publicly disclose...more

SEC Issues Final Staff Report on Work Plan Relating to Global Accounting Standards

On July 13, 2012, the Office of the Chief Accountant of the Securities and Exchange Commission (SEC) published a final staff report evaluating the implications of incorporating the International Financial Reporting Standards...more

SEC Adopts Rules Governing Listing Standards and Proxy Disclosure for Compensation Committees and Compensation Advisers

On June 20, 2012, the Securities and Exchange Commission (SEC) approved new rule 10C-1 under Section 10C of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and amendments to proxy disclosure rules under...more

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