News & Analysis as of

CDIs New Guidance

Cooley LLP

Blog: SEC Chair issues statement about staff guidance

Cooley LLP on

The SEC Chair Jay Clayton issued a statement intended to make clear the importance of the distinction between SEC rules and regulations—which are adopted in accordance with the APA, have the effect of law and are enforceable...more

Stinson LLP

SEC Eases Pay Ratio Rule

Stinson LLP on

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

Bracewell LLP

SEC Releases New Interpretations on CEO Pay Ratio Disclosure

Bracewell LLP on

On October 18, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission published five new Compliance & Disclosure Interpretations (CDIs) related to CEO pay ratio disclosures. The CDIs...more

Dorsey & Whitney LLP

Can a shareholder who is unable to rely on the HSR passive investor exemption still file a Schedule 13G? Maybe, says the SEC Staff...

Dorsey & Whitney LLP on

On July 12, 2016, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions...more

Parker Poe Adams & Bernstein LLP

New SEC Guidance for Rule 144A/Exxon Capital Debt Exchanges

For decades companies have privately issued nonconvertible debt securities to large, sophisticated investors (usually in a Rule 144A transaction) and agreed to exchange those unregistered securities for subsequently issued,...more

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