News & Analysis as of

New York Stock Exchange Directors

Bass, Berry & Sims PLC

SEC Staff Comments on Director Serving as Corporate Secretary

Bass, Berry & Sims PLC on

The rules of the New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) require that a majority of a listed company’s board of directors (board) must be comprised of “independent directors” and that vital board...more

Mintz - Securities & Capital Markets...

Is it Time to Appoint a New Director? Five Corporate Governance Considerations for Board Members

Regardless of size or industry, thoughtful director appointment is critical to the success of any public company. Yet following the departure of a director, many boards are left scrambling to locate and onboard a suitable...more

Allen Matkins

Is California Threatening Director Independence?

Allen Matkins on

Publicly traded companies need to know whether a director qualifies as "independent" for a variety of reasons. Item 407 of Regulation S-K, for example, requires issuers to identify each director that is independent. In...more

Allen Matkins

“Lead Independent Director” Or “Presiding Director”?

Allen Matkins on

Neither California nor Nevada require that a corporation have either a “lead independent director” or “presiding director” and yet many corporations state that they have such a position. Why?...more

Stinson - Corporate & Securities Law Blog

Preliminary Planning for the 2017 Proxy Season

For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire - Nasdaq has adopted a rule requiring...more

Cooley LLP

Blog: Paper Debunks Seven Board Myths

Cooley LLP on

In “Seven Myths of Boards of Directors,” two academics from Stanford Business School set about debunking some of the most common and persistent expectations regard best practices in board structure, composition and procedure....more

Faegre Drinker Biddle & Reath LLP

Summary of SEC's Proposed Rule on Executive Compensation Clawbacks

The Dodd-Frank Act required the Securities & Exchange Commission (SEC) to adopt rules that direct national securities exchanges (such as the NYSE and NASDAQ) to require listed companies to implement and disclose their...more

Stinson - Corporate & Securities Law Blog

Changes To D&O Questionnaires To Implement NYSE And Nasdaq Compensation Committee Independence Rules

Both the NYSE and Nasdaq stock exchanges are requiring most issuers to have independent compensation committees by the earlier of their first annual meeting after January 14, 2014, or October 14, 2014. ...more

Stinson - Corporate & Securities Law Blog

A Checklist To Comply With The New NYSE Compensation Committee Independence Rules

The SEC has approved the NYSE’s compensation committee independence rules. By July 1, 2013, most listed issuers must comply with the following...more

Snell & Wilmer

Other NYSE/NASDAQ Developments

Snell & Wilmer on

Non-Executive Employment of Family Members No Longer Precludes Nomination of Non-Independent Directors under “Exceptional and Limited Circumstances” Until recently, a director of a NASDAQ-listed company could serve as an...more

Snell & Wilmer

Corporate Communicator - Winter 2013

Snell & Wilmer on

In This Issue: - 2013 Annual Meeting Season - Dealing with ISS and Other Proxy Advisory Firms this Proxy Season - SEC Update - Other NYSE/NASDAQ Developments - Delaware Law Update — Delaware Court Applies...more

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