News & Analysis as of

C&DIs Dodd-Frank Wall Street Reform and Consumer Protection Act

BakerHostetler

SEC Clarifies Dodd-Frank Act Pay-Versus-Performance Rules with New C&DIs

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As registrants work toward including the new required Item 402(v) of Regulation S-K executive compensation disclosure, the SEC issued new C&DIs to provide some much-needed guidance in applying the Final Rules....more

Lowenstein Sandler LLP

SEC Releases Guidance Jeopardizing the Viability of Certain Pre-IPO Liquidity Products

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Takeaways: •‘Forward Contracts’ on securities that (1) cannot be legally transferred, or (2) are subject to transfer restrictions at the time of contract, may now be considered ‘security-based swaps’ and subject to the...more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - June 2018

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Trump signed the Economic Growth, Regulatory Relief, and Consumer Protection Act, the acronym for which doesn’t spell anything pithy, late last month. The EGRRCPA (ugh!), here, pulls back regulations implemented by the...more

Snell & Wilmer

Corporate Communicator - 2018 Annual Meeting Season

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Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

BakerHostetler

SEC Provides Further Guidance on Pay Ratio Disclosures

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Last week, the Securities and Exchange Commission (SEC) provided additional guidance for complying with the pay ratio disclosure requirements adopted under the Dodd-Frank Act that take effect in 2018. According to SEC...more

Perkins Coie

SEC Issues New Guidance to Help Companies Prepare CEO Pay Ratio Disclosures

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The Securities and Exchange Commission recently issued new guidance to help companies prepare their pay ratio disclosures that provides some relief for companies—and further validates that these rules are highly unlikely to...more

Orrick, Herrington & Sutcliffe LLP

SEC Relaxes Pay Ratio Rules to Facilitate 2018 Proxy Disclosures

On September 21, 2017, the Securities and Exchange Commission (SEC) issued an interpretive release and new/revised C&DIs to assist companies in their efforts to comply with the pay ratio disclosure requirement. The guidance...more

Seyfarth Shaw LLP

"It all sounds very reasonable..." New SEC Guidance Emphasizes Reasonableness and Flexibility in CEO Pay Ratio Disclosure

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On September 21, 2017, the Securities and Exchange Commission (the “SEC”) published an interpretative release and related compliance and disclosure interpretations (“C&DIs”) for registrants regarding the CEO pay ratio...more

Orrick, Herrington & Sutcliffe LLP

SEC Relaxes Pay Ratio Rules To Facilitate 2018 Proxy Disclosures

On September 21, 2017, the Securities and Exchange Commission (SEC) issued an interpretive release and new/revised C&DIs to assist companies in their efforts to comply with the pay ratio disclosure requirement. The guidance...more

Locke Lord LLP

Pay Ratio is a Go!: The Commission and the Division of Corporation Finance Provide Guidance and Updated C&DIs

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On September 21, 2017, both the Securities and Exchange Commission (the “Commission”) and its Division of Corporation Finance (“Corp Fin”) provided guidance on the pay ratio disclosure requirement mandated by the Dodd-Frank...more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - April 2017

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A host of things happened in the last few months regarding Conflict Minerals, although likely not much that will affect what a public company reports on its Form SD, due May 31. (Spoiler alert: The same thing companies have...more

Cadwalader, Wickersham & Taft LLP

2016 Year In Review: Securities Litigation And Regulation

2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868...more

Foley & Lardner LLP

SEC Staff Issues Guidance on Pay Ratio Disclosure Rules

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The staff of the Securities and Exchange Commission’s Division of Corporation Finance (the staff) issued new compliance and disclosure interpretations (C&DIs) on October 18, 2016, providing guidance to companies preparing to...more

Dorsey & Whitney LLP

New CDIs Help Issuers With Pay Ratio Disclosure, A Little

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On October 19th, the SEC released five new Compliance and Disclosure Interpretations (“CDIs”) relating to the upcoming “Pay Ratio Disclosure” requirements in Item 402(u) of Regulation S-K. Item 402(u) Pay Ratio Disclosure...more

Bradley Arant Boult Cummings LLP

The SEC Speaks: How to Identify the Median Employee for Your Pay Ratio Disclosure

The SEC’s Division of Corporation Finance posted five new Compliance and Disclosure Interpretations (C&DIs) regarding the pay ratio disclosure requirements in Item 402(u) of Regulation S-K on October 18, 2016. The “pay ratio”...more

Goulston & Storrs PC

What's Market? Update: Securities

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Amendments to Regulation A adopted by the SEC to comply with a mandate in the JOBS Act took effect on June 19, 2015. Regulation A as amended (often referred to as “Regulation A+”) expands the maximum aggregate amount that...more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - July 2015

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The SEC has finally proposed clawback rules, here, required by Section 954 of the Dodd-Frank Act. When adopted, the rules will require stock exchanges to propose and adopt listing standards that implement the requirements;...more

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