The SEC issued a staff report on the accredited investor definition. The Dodd-Frank Wall Street Reform and Consumer Protection Act directs the Commission to review the accredited investor definition as it relates to natural...more
The SEC has adopted rules to require securities exchanges to adopt listing standards that require issuers to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation...more
The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act.
The rules will require registrants to disclose, in proxy or...more
In 2015 the SEC proposed rules to implement Section 954 of the Dodd-Frank which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the SEC to adopt rules directing the national securities exchanges...more
10/15/2021
/ Clawbacks ,
Comment Period ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Financial Stimulus ,
Incentive Compensation ,
Material Misstatements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Securities Violations
In a recently settled SEC enforcement action, the defendant asked employees to sign an acknowledgement, upon hire and on an annual basis, that they had received, read, and would adhere to the defendant’s employee manual. ...more
The SEC adopted final rules that will require resource extraction issuers that are required to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 to disclose payments made to the U.S. federal...more
The SEC is proposing Rule 13q-1 and an amendment to Form SD to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “DoddFrank Act”) relating to disclosure of payments by resource...more
12/20/2019
/ Amended Regulation ,
Annual Reports ,
Corporate Issuers ,
Disclosure Requirements ,
Dodd-Frank ,
Energy Projects ,
Foreign Governments ,
Form SD ,
Mineral Extraction ,
Natural Resources ,
Oil & Gas ,
Regulatory Agenda ,
Resource Extraction ,
Rulemaking Process ,
Section 1504 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
We have been unable to find extensive SEC comments on last year’s first round of pay ratio disclosures. Searches for comment letter responses referring to for “402(u)” or “pay ratio” do not seem to turn up anything of...more
Set forth below are examples of pay ratio disclosures from recently filed proxies where registrants chose to rely on the median employee identified in the prior year....more
3/11/2019
/ CEOs ,
Compensation & Benefits ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Item 402 ,
Median Employee ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Statistical Sampling
I have been looking for the first real CAM and so far I haven’t found it. I’ve seen some dancing around the edges, like foreign auditors throwing in boiler plate going concern language under the heading “Critical Audit...more
For those who want to start preparing for the 2019 proxy season, our preliminary list of important considerations is set forth below:
Review 162(m) Disclosures in Proxy Statements...
...more
8/23/2018
/ Corporate Governance ,
Corporate Issuers ,
Cybersecurity ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Form 10-K ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Popular ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Regulatory Oversight ,
Regulatory Requirements ,
Section 162(m) ,
Shareholder Proposals ,
XBRL Filing Requirements
This statement from Congresswoman Maxine Waters (D-CA), Ranking Member of the House Committee on Financial Services, confirms the House continues to work on JOBS Act 3.0. ...more
7/13/2018
/ Anti-Fraud Provisions ,
Capital Formation ,
Capital Markets ,
Dodd-Frank ,
Insider Trading ,
Job Creation ,
JOBS Act ,
Legislative Agendas ,
Non-Public Information ,
Proposed Legislation ,
Securities Traders ,
Transparency
The Economic Growth, Regulatory Relief, and Consumer Protection Act (S. 2155), which is primarily aimed at easing regulations on community banks, also contains provisions designed to facilitate capital formation. President...more
5/25/2018
/ Blue Sky Laws ,
Capital Formation ,
Dodd-Frank ,
Economic Growth Regulatory Relief and Consumer Protection Act ,
Financial Regulatory Reform ,
Initial Public Offering (IPO) ,
New Legislation ,
Preemption ,
Publicly-Traded Companies ,
Regulation A ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
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
Calculating pay ratios for public companies can be a difficult and time-consuming project. While recent interpretative guidance from the Commission has provided additional flexibility in this process, public companies still...more
The SEC has proposed amendments to Regulation S-K and related rules and forms. The proposed amendments are based on SEC staff recommendations in a report that was required by Section 72003 of the Fixing America’s Surface...more
Pursuant to Executive Order 13772, the Treasury Department has issued a report that identifies laws, treaties, regulations, guidance, reporting and record keeping requirements, and other government policies that promote or...more
10/9/2017
/ Accredited Investors ,
Capital Formation ,
Capital Markets ,
Coal Mines ,
Conflict Mineral Rules ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Orders ,
FASB ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Regulatory Reform ,
Finders ,
GAAP ,
Investment Company Act of 1940 ,
Pay Ratio ,
Qualified Institutional Buyers ,
Regulation A ,
Reporting Requirements ,
Resource Extraction ,
Rule 506 Offerings ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Threshold Requirements ,
Tier 2 Offerings ,
Trump Administration
Two pieces of guidance emerged from the Securities and Exchange Commission on September 21, 2017, with respect to the pay ratio rule. The guidance was issued by the Commission and the Commission's Division of Corporation...more
On Friday, July 28, 2017, Treasury Secretary Mnuchin will preside over an executive session of the Financial Stability Oversight Council (Council) at the Treasury Department. The preliminary agenda includes a discussion about...more
The U.S. Department of the Treasury previously issued its first in a series of reports to President Donald J. Trump examining the United States’ financial regulatory system. The report included detailed recommendations...more
Reyher v. Grant Thornton, LLP analyzed whether an employee of a CPA firm is protected by the anti-retaliation provisions of the Dodd-Frank Act for lodging complaints with an employer about suspected illegal activity regarding...more
7/11/2017
/ Anti-Retaliation Provisions ,
CPAs ,
Dodd-Frank ,
Hiring & Firing ,
Internal Reporting ,
Privately Held Corporations ,
Protected Activity ,
Registration Statement ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Whistleblowers
A percolating issue with respect to the SEC’s whistleblower regulations is whether the anti-retaliation protections apply only when suspected misconduct is reported to the SEC, or whether the protections also apply when the...more
GAO released an analysis of a generalizable sample of conflict minerals disclosures filed with SEC in 2015. The analysis found that an estimated 49 percent of companies in 2015 reported having determined whether the conflict...more
The Board of Governors of the Federal Reserve System has assessed its first penalty for violation of the Volcker Rule against Deutsche Bank AG.
The Volker Rule required Deutsche Bank’s Chief Executive Officer to annually...more
In a Presidential Memorandum, President Trump directed the Secretary of the Treasury, as a member of the Financial Stability Oversight Council, not to cast a nonemergency vote to subject nonbank financial companies to...more