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SEC Proposes Regulation Best Interest for Broker-Dealers

The SEC has proposed two rules and an interpretation to address retail investor confusion about the relationships that they have with investment professionals and the harm that may result from that confusion....more

SEC Clarifies Need for GAAP Reconciliations for Forecasts Used in Business Combinations

The SEC previously noted in a Compliance and Disclosure Interpretation that financial measures included in forecasts provided to a financial advisor and used in connection with a business combination transaction are not...more

ISS Updates FAQs on U.S. Proxy Voting Research and Policies

ISS has updated its frequently asked questions on U.S. Proxy Voting Research Procedures & Policies (Excluding Compensation-Related). New and updated questions include...more

Advocacy Group Requests SEC to Investigate Irregularities in Pay Ratios

An advocacy group, Public Citizen, has requested the SEC to investigate irregularities and inconsistencies in pay ratios reported by public companies. According to the group’s press release...more

Hensarling Pressures Senate to Negotiate Dodd-Frank Reform

On March 14, 2018, the Senate passed the Economic Growth, Regulatory Relief and Consumer Protection Act which has been billed as Dodd-Frank reform. Some refer to it as the “Crapo bill”, which is a reference to its sponsor,...more

Fintech Company Subject to SEC Enforcement Action for Exceeding Rule 701 Option Grant Limit

Subject to its limits, Rule 701 permits non-reporting companies to grant employees equity without registration under the Securities Act of 1933. ...more

Business Judgment or Entire Fairness: The Meaning of Delaware’s Interested Director Statute

Cummings v. Eden et al was a case where the Delaware Court of Chancery examined allegations that members of a board of directors breached their fiduciary duties in connection with the approval an asset acquisition at an...more

Court Considers Interaction between Alleged Controlling Stockholder and Corwin

In Re Rouse Properties, Inc. Fiduciary Litigation considers what the Delaware Court of Chancery describes as a pattern in the post-Corwin, post-MFW world....more

SEC Cybersecurity Disclosure and Controls Checklist

In February 2018 the SEC outlined its views with respect to cybersecurity disclosure requirements under the federal securities laws as they apply to public reporting companies. Set forth below is a checklist of items included...more

SEC Approves NYSE Rule Modifying Requirements for Physical Delivery of Proxy Materials

Just as proxy season gets into full swing, the SEC has helpfully approved a modification to the NYSE’s rules regarding physical delivery of proxy material to the Exchange. ...more

Ford and Alphabet Receive SEC Comments on New Revenue Recognition Standard

Ford and Alphabet have received SEC comments on their initial disclosures under FASB’s new revenue recognition standard. Both required more than one round to clear....more

CEO’s Statements Preclude Reliance on Deal Price in Appraisal Proceeding

The recent decisions by the Delaware Supreme Court regarding appraisal rights decisions in DFC and Dell provide that the appraisal statute requires that the trial judge must consider “all relevant factors,” and that no...more

Delaware Supreme Court Finds Failure To Disclose Director Dissent In M&A Transaction Material

The Delaware Supreme Court found the failure to disclose the Chairman of the Board’s dissent to a tender offer in a Schedule 14D-9 to be material in Appel v. Berkman. ...more

Nasdaq Proposes Changes to Shareholder Approval Rule for 20% Issuances

Nasdaq has proposed to amend its rule regarding shareholder approval for certain securities issuances. Currently the rule requires shareholder approval for security issuances for less than the greater of book or market value...more

SEC Approves NYSE Rule Change to Facilitate Listing Without an IPO

The SEC has approved a rule change to the NYSE listing standards to facilitate the listing of an issuer without conduction an IPO. According to the NYSE, the rule change is necessary to compete for listings that might...more

2/5/2018  /  Listing Standards , Nasdaq , NYSE , SEC

ISS Proxy Research Reports to Include Environmental, Social, and Governance QualityScores

Institutional Shareholder Services Inc., or ISS, announced the launch of Environmental & Social QualityScore, a new component of ISS’ corporate profiling and scoring solution for institutional investors....more

Drafting 10-K Disclosures for the Tax Cuts and Jobs Act

Public companies with fiscal quarters ended December 31, 2017, but not fiscal year ends, are beginning to make disclosures showing the effects of the Tax Cuts and Jobs Act in recently filed Form 10-Qs in accordance with SAB...more

New NYSE Rule Regarding Notification of Dividends and Stock Distributions Effective February 1, 2018

In its annual guidance memo for listed companies, the New York Stock Exchange (NYSE) announced its new rule regarding notification of dividends and stock distributions will be effective February 1, 2018. ...more

SEC Invites Regulated Entities to Voluntarily Submit Self-Assessments of Diversity Policies and Practices

The SEC Office of Minority and Women Inclusion, or OMWI, invited entities regulated by the SEC to submit a Diversity Assessment Report....more

SEC Chair Clayton Warns Lawyers on Initial Coin Offerings

SEC Chair Clayton delivered the following remarks at a conference of securities professionals: “My first message is simple and a bit stern. Market professionals, especially gatekeepers, need to act responsibly and hold...more

NYSE Rule Change Regarding Dividend Notifications to be Effective February 1, 2018

As we noted, the NYSE proposed, and the SEC approved, a rule change to require NYSE listed companies to provide notice to the NYSE at least ten minutes before making any public announcement with respect to a dividend or stock...more

SEC Nixes 40 Act Registration of Cryptocurrency Related Funds for Now

In a letter to representatives of the Investment Company Institute and the Securities Industry and Financial Markets Association, the SEC staff indicated it would not be receptive to 1940 Act registration of cryptocurrency...more

FASB to Revise Accounting for Tax Act

FASB received unsolicited input from banks and insurance companies and related trade groups on the accounting for what is referred to as the Tax Cuts and Jobs Act. Based on the input, FASB has tentatively decided to revise...more

Initial Tax Disclosures Regarding 162(m) in Proxy Statements

Many know that the Section 162(m) deduction limit for performance-based compensation has been repealed by the recent tax legislation together with implementation of other changes, effective for taxable years beginning after...more

New Tax Act Disclosures, Explanations and Examples

Disclosures regarding the new tax act, often referred to as the Tax Cuts and Jobs Act or TCJA, continue to be prominent in SEC filings. Set forth blow is an explanation of the often obscure GAAP accounting driving many of the...more

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