News & Analysis as of

Proxy Statements Disclosure Requirements Directors

Husch Blackwell LLP

New Rule 10b5-1 Disclosure Requirements Prompt Issuers to Reconsider Existing Compliance

Husch Blackwell LLP on

On December 14, 2022, the Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements to address what it viewed as potentially abusive practices associated with Rule 10b5-1 plans,...more

Morris James LLP

Court Of Chancery Explains Limits Of Incorporation By Reference In Disclosure Law

Morris James LLP on

Zalmanoff v. Hardy, C.A. 12912-VCS (November 13, 2018) - This decision holds that it is acceptable to make the needed disclosures to stockholders by sending them both a Form 10-K and proxy statement at the same time....more

Kilpatrick

Disclosing Election of a New Director: Remember Item 5.02(d) of Form 8-K When Doing a Merger

Kilpatrick on

All competent securities lawyers know that Item 5.02(d) of Form 8-K requires a filing, on Form 8-K, whenever a public company elects a new director other than pursuant to a shareholder vote at an annual meeting or a special...more

Wilson Sonsini Goodrich & Rosati

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

Perkins Coie

Preparing for the 2017 Public Company Reporting Season

Perkins Coie on

Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more

Orrick, Herrington & Sutcliffe LLP

How to Avoid Director Pay Litigation

In the last few years, Delaware courts have issued several rulings in lawsuits involving complaints of excessive compensation to non-employee directors (1). The takeaways from these cases can be summarized as follows...more

Smith Anderson

SEC Approves Nasdaq “Golden Leash” Disclosure Rule

Smith Anderson on

On July 1, 2016, the Securities and Exchange Commission approved Nasdaq’s proposal for a “golden leash” disclosure rule (Rule 5250(b)(3)) requiring listed companies to publicly disclose benefits given by investors or other...more

Proskauer - Tax Talks

SEC Approves New Nasdaq Rule 5250(b): Disclosure of “Golden Leash” Arrangements

Proskauer - Tax Talks on

The SEC recently released an order approving new Nasdaq listing standard 5250(b)(3), which will require a public issuer to disclose cash and non-cash remuneration (e.g., health insurance, indemnification) that a third party...more

Dorsey & Whitney LLP

SEC Approves NASDAQ Rule Requiring Disclosure of “Golden Leash” Arrangements

Dorsey & Whitney LLP on

On July 1, 2016, the Securities and Exchange Commission approved a change to the NASDAQ Stock Market LLC’s Listing Rules that will require NASDAQ-listed companies to publicly disclose so-called “golden leash” arrangements....more

McDermott Will & Emery

Inside M&A - October 2015

McDermott Will & Emery on

Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more

McDermott Will & Emery

SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees

McDermott Will & Emery on

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule that, if adopted, would require public companies to disclose in annual proxy statements whether their employees and board members...more

Skadden, Arps, Slate, Meagher & Flom LLP

"SEC Proposes New Rules on Hedging Policy Disclosures"

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Dodd-Frank amended Section...more

Jackson Walker

SEC's Proposed Disclosure Requirements for Hedging Transactions by Directors and Employees Would Apply to Issuers of All Sizes

Jackson Walker on

On February 9, 2015, the SEC proposed amendments requiring disclosure in proxy and information statements regarding issuers' policies governing the entrance of employees, officers, and directors into hedging transactions...more

Cooley LLP

Blog: SEC Issues Proposal For Hedging Policy Disclosure; Commissioners Add Some Drama To Otherwise Humdrum Rule Proposal

Cooley LLP on

This morning, the SEC posted proposed amendments to rules to implement Section 955 of Dodd-Frank, which requires, in proxy statements for annual meetings, disclosure of whether employees or directors are permitted to hedge...more

Stinson - Corporate & Securities Law Blog

D&O Questionnaire Update Forms For 2014

The SEC has adopted rules prohibiting “bad actors” from using Rule 506 after September 23, 2013 (the effective date of the rules), or if prohibited conduct occurred prior to the effective date of the rules, the prohibition...more

15 Results
 / 
View per page
Page: of 1

"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:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide