News & Analysis as of

Shareholders Disclosure Requirements

The German Transparency Register is coming: New obligations for legal entities in Germany to disclose beneficial ownership...

by Dechert LLP on

Highlights - - Implementation of a public Transparency Register on beneficial ownership of legal entities. - Notification obligation applies to incorporated companies and certain other legal entities and arrangements;...more

Blog: Deregulation? What Deregulation? Two (Persistent) Campaigns For Enhanced Disclosure Requirements

by Cooley LLP on

Notwithstanding the deregulatory emphasis of the current administration, two campaigns are currently being waged to convince the SEC to adopt new regulations mandating more disclosure—one related to human capital management...more

Blog: Will The House Now Try To Undo SOX?

by Cooley LLP on

What’s next for the House after taking on Dodd-Frank in the Financial CHOICE Act? Apparently, it’s time to revisit SOX. The Subcommittee on Capital Markets, Securities, and Investment of the House Financial Services Committee...more

Alert: ISS Peer Group Submission Process Window Open for Annual Meetings Scheduled Between September 16, 2017 and January 31, 2018...

by Cooley LLP on

Institutional Shareholder Services Inc. (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 companies...more

Delaware's New Focus on Deal Process and Disclosure: Part II

by Pepper Hamilton LLP on

In part one of this two-part series, we discussed two of four recent developments in Delaware law that reduce the liability exposure of corporate boards and controlling stockholders in merger transactions, and also benefit...more

Regulation 14C and the Effectiveness of a Non-Unanimous Shareholders’ Written Consent

Securities lawyers know that the regulatory regime for disclosure and shareholder communications under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), when action is being taken by shareholders, includes...more

Upcoming Compliance Deadlines for Registration Statement and Shareholder Report Disclosures under Liquidity Risk Management and...

by Dechert LLP on

The initial compliance dates are rapidly approaching for new disclosure requirements adopted by the U.S. Securities and Exchange Commission (SEC) for registered investment company (funds). All initial registration statement...more

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

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

Updates on Public Company GMS and shareholders reporting

by White & Case LLP on

On March 14, 2017, the Indonesian Financial Services Authority (Otoritas Jasa Keuangan or "OJK") issued two regulations impacting voting rights at a General Meeting of Shareholders of Public Companies ("GMS") and transparency...more

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

SEC Targets Lapses in Ownership Reporting in Battles for Corporate Control

The SEC has recently announced settlement of enforcement actions targeting violations of beneficial reporting requirements under Section 13(d) of the Act. In one of the most recent actions (available here), the SEC’s...more

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

SEC Adopts Changes to Regulation D and Intrastate Offerings and Proposes Use of “Universal Proxy Cards” in Contested Director...

by Polsinelli on

On Oct. 26, the Securities and Exchange Commission adopted final rules increasing the threshold for offerings made under Rule 504 of Regulation D and broadening the intrastate offering exemption afforded by Rule 147. These...more

Changing Proxy Rules: SEC Proposes to Require Universal Proxy Cards

by Perkins Coie on

The SEC, by a two-to-one vote on October 26, 2016, proposed amendments to its proxy rules to require universal proxy cards in contested director elections at annual meetings of listed U.S. public companies. If adopted, the...more

SEC Issues Investment Company Reporting Modernization Rules

by K&L Gates LLP on

On October 13, 2016, the Securities and Exchange Commission (“SEC”) adopted significant reforms under the Investment Company Act of 1940, as amended (“1940 Act”), that impose extensive new disclosure and reporting obligations...more

SEC Proposed Rules on Universal Proxy Cards

by Alston & Bird on

At an open meeting held today, the Securities and Exchange Commission (SEC) voted 2 to 1 to propose amendments to the proxy rules relating to the use of universal proxy cards and require provision of additional voting options...more

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

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

SEC Committee Recommends Investor-Specific Mutual Fund Cost Disclosures

by Carlton Fields on

In mid-April, the SEC’s Investor Advisory Committee (IAC) issued a recommendation that the SEC "explore ways to improve mutual fund cost disclosures." As a first step, the IAC urges the SEC to require that periodic...more

Typical SEC Comments on Merger Proxy Statements

A review of recent SEC comments on merger proxy statements indicates many of these comments were typical, and some are variations on a theme: Rule 14a-6(a) requires that the form of proxy be on file for ten calendar...more

Important changes to listed companies' and shareholders' disclosure requirements

by White & Case LLP on

A new law modifies the existing disclosure requirements applicable to companies trading on an Italian regulated market and companies trading on other EU markets that have elected Italy as a home Member State ("Listed...more

The SEC’s New “Pay Ratio Disclosure” Rule and What It Means for Your Company

In August of 2015, the U.S. Securities and Exchange Commission (SEC) issued the Pay Ratio Disclosure Final Rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rule requires a public company to...more

Court Of Chancery Explains When Disclosures Required Absent A Stockholder Vote

by Morris James LLP on

This is an interesting decision for two reasons. First, it explains when directors might have a duty to cause the company to make disclosures to the stockholders about transactions that do not require the stockholders’ vote....more

U.S. SEC Proposes Liquidity Risk Management Programs, Optional “Swing Pricing,” and Liquidity Reporting for Mutual Funds and...

by K&L Gates LLP on

On September 22, 2015, the Securities and Exchange Commission (“SEC”) proposed a new rule and amendments to rules and reporting forms under the Investment Company Act of 1940 (the “1940 Act”), designed to standardize...more

Inside M&A - October 2015

by 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

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