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New Nasdaq Rule Requires Disclosure of Third Party Compensation of Directors and Nominees

Effective August 1, 2016, companies listed on Nasdaq are subject to a new rule requiring annual disclosure of the material terms of agreements or arrangements between directors or director nominees and third parties that...more

Proposed SEC Amendment Could Reduce Compliance Costs for Smaller Public Companies

Under a mandate from Congress under the Fixing America’s Surface Transportation (FAST) Act of 2015, the Securities and Exchange Commission recently proposed an amendment to the definition of “smaller reporting company” that...more

How the FAST Act Will Impact Securities Laws

On December 4, 2015, the Fixing America’s Surface Transportation Act (the FAST Act) was signed into law. Although the majority of the Act concerns transportation and infrastructure, it also contains several provisions that...more

D.C. Circuit Court Re-Affirms Decision that Portions of SEC’s Conflict Minerals Rules are Unconstitutional

On August 18, 2015, the United States Court of Appeals for the D.C. Circuit, in likely the first majority opinion citing Charles Dickens (A Tale of Two Cities) and George Orwell (Nineteen Eighty-Four), re-affirmed its...more

SEC Adopts Pay Ratio Disclosure Rule

On August 5, 2015, the SEC, by a 3 to 2 vote, adopted the controversial “pay ratio rule,” which requires public companies to disclose the ratio of the annual total compensation of the chief executive officer (CEO) to the...more

SEC Issues Staff Legal Bulletin No. 20: Clarifying Disclosure Requirements For Proxy Advisory Firms

Background - On June 30, 2014, the SEC’s Divisions of Investment Management and Corporation Finance released Staff Legal Bulletin No. 20, a set of thirteen Questions and Answers offering guidance on...more

SEC Proposes Rules for Pay Ratio Disclosure

On September 18, 2013, the Securities and Exchange Commission proposed amendments to Item 402 of Regulation S-K (Item 402) under the Securities Exchange Act of 1934 (Exchange Act) that will require issuers to disclose the...more

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