News & Analysis as of

Proxy Statements

Preparation for 2017 Fiscal Year-End SEC Filings and 2018 Annual Shareholder Meetings

by Mintz Levin on

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Last call! SEC’s pay ratio rule effective for 2018 proxy statements

The long-awaited pay ratio rule (the Rule), adopted by the Securities and Exchange Commission (the SEC) on August 5, 2015, finally takes effect in 2018. The Rule, which is intended to provide shareholders with a metric to...more

Impact of Compensation-Related Litigation on Public Companies

Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more

The Board’s Three ‘C’s’ of Corporate Governance: Composition, Communication and Connection

U.S. companies face a dizzying array of challenges, including from disruptive technologies and cybersecurity threats; economic and geopolitical uncertainties; climate change and evolving sustainability metrics; and questions...more

NC Business Court Approves Another Disclosure Only Class Action Settlement

by Brooks Pierce on

Judge Gale's approval last week of a class action settlement, in In re Krispy Kreme Doughnuts, Inc. Shareholder Litigation, 2018 NCBC 1 gives me another opportunity to rail against disclosure only settlements. You know that I...more

Blog: Are graphics really good?

by Cooley LLP on

Is it just me? Am I the only one that finds having to decipher a load of graphics in a proxy statement to be somewhat daunting on occasion? Inclusion of graphics in lieu of copious text has been almost de rigueur in proxy...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Many know that the Section 162(m) deduction limit for performance-based compensation has been repealed by the recent tax legislation together with implementation of other changes, effective for taxable years beginning after...more

SEC Denies No Action Request Despite Board Analysis under SLB 14I

Apple sought to exclude a shareholder proposal regarding the establishment of a Human Rights Committee on the basis that it involved the company’s ordinary business operations under Rule 14a-8(i)(7)....more

Blog: Assessing Impact Of Major Tax Law Change, If Enacted, On Financial Statements On A Timely Basis Would Present Huge Challenge

by Cooley LLP on

The potential passage of the new tax bill is giving some finance departments conniptions, according to Bloomberg BNA, and they’re hoping that the SEC will address the problem. The SEC? Yes. While companies are happy to see...more

Proxy Season is Coming

by Locke Lord LLP on

The 2018 proxy season is almost upon us. This QuickStudy recaps some important policy updates and new disclosure requirements to keep in mind as proxy preparations begin in earnest this winter....more

Alert: Equilar Peer Submission Process Now Open

by Cooley LLP on

Glass Lewis uses Equilar Market Peers to analyze companies' executive pay and relative company performance when formulating say-on-pay vote recommendations for its institutional investor clients. When developing Market Peers,...more

Alert: ISS Peer Group Submission Process for 2018 Annual Meetings

by Cooley LLP on

Each year, Institutional Shareholder Services (ISS) constructs its own peer groups to analyze companies' executive pay and relative company performance. In doing so, it takes into account each company's self-selected peer...more

M&A Update: SEC Issues Guidance on Issuers’ Ability to Exclude Shareholder Proposals under Rule 14a-8

On November 1, 2017, the staff of the Division of Corporate Finance of the Securities and Exchange Commission published Staff Legal Bulletin No. 14I. SLB 14I provides additional guidance to companies and shareholders...more

Blog: 2017 Audit Committee Transparency Barometer from the Center for Audit Quality shows continued increase in enhanced...

by Cooley LLP on

Earlier this month, the Center for Audit Quality together with Audit Analytics posted their annual Audit Committee Transparency Barometer, which measured the quality of proxy disclosures regarding audit committees among...more

Corporate Finance Alert: 2018 SEC Filing Deadlines for Companies With December 31, 2017 Fiscal Year End

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2018. Companies also should be mindful of the 2018 financial statement “staleness” dates (when financial...more

SEC Provides Greater Deference to Public Company Boards

On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14I(CF), which articulates important interpretive guidance relating to shareholder proposals submitted to public companies for...more

SEC Releases Proposed Amendments to Modify and Simplify Public Company Disclosure

by Goodwin on

The SEC has proposed many amendments to its disclosure requirements for public company reports and offering documents, based in large part on the SEC staff study contained in its FAST Act Report. Although largely technical,...more

SEC Releases Timely Guidance on Shareholder Proposals

by White & Case LLP on

On November 1, 2017, the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "SEC") released Staff Legal Bulletin No. 14I (the "Guidance"), providing guidance on the...more

SEC Releases New Guidance on Shareholder Proposals

by Bracewell LLP on

On November 1, 2017, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission published in Staff Legal Bulletin No. 14I guidance relating to the excludability of certain shareholder proposals...more

SEC Issues New Guidance on Shareholder Proposals

by Foley & Lardner LLP on

On November 1, 2017, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14I (SLB 14I), which provides important guidance to public companies reviewing...more

SEC Issues New Guidance on Shareholder Proposals

by Foley & Lardner LLP on

On November 1, 2017, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14I (SLB 14I), which provides important guidance to public companies reviewing...more

ISS Issues Proposed Policy Changes for 2018 Proxy Season

by White & Case LLP on

On October 26, 2017, Institutional Shareholder Services ("ISS") issued draft proposed policy changes for the 2018 proxy season (the "Draft Changes").1 The Draft Changes for US companies are grouped in three categories:...more

Shareholder proposal rule

by Ropes & Gray LLP on

Keith Higgins, chair of Ropes & Gray’s securities & governance practice, examines SEC Rule 14a-8, the shareholder proposal rule. ______ SEC Rule 14a-8, the shareholder proposal rule, allows a shareholder who’s owned at...more

SEC Approves PCAOB’s New Audit Report Standard to Enhance the Relevance of the Auditor’s Report to Investors and Other Market...

by White & Case LLP on

On October 23, 2017, the Securities and Exchange Commission ("SEC") unanimously approved the Public Company Accounting Oversight Board's ("PCAOB") proposal to adopt a new auditing standard, AS 3101, The Auditor's Report on an...more

SEC Staff Issues New C&DIs Regarding Non-GAAP Measures in Business Combination Context

On October 17, 2017, the Staff of the Securities and Exchange Commission (SEC) issued new Non-GAAP Financial Measures Compliance and Disclosure Interpretations (C&DI) that clarify when financial forecasts used in connection...more

296 Results
|
View per page
Page: of 12
Cybersecurity

"My best business intelligence,
in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.