The acting chairman of the U.S. Securities and Exchange Commission (SEC), Michael S. Piwowar, recently released two public statements concerning the conflict minerals rule applicable to companies that file Exchange Act...more
On October 18, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued interpretive guidance on the pay ratio disclosure requirements in Item 402(u) of...more
The U.S. Securities and Exchange Commission’s Division of Corporation Finance announced that the staff will no longer require companies to provide the so-called “Tandy” representations in response to staff comments on a...more
On June 1, 2016, the U.S. Securities and Exchange Commission (SEC) amended Form 10-K to specifically allow companies to provide a summary section in their annual reports. This revision to Form 10-K was adopted to implement...more
On May 17, 2016, the staff of the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued new and revised compliance and disclosure interpretations (CDIs) regarding the SEC’s rules and...more
Companies that are required to make conflict minerals disclosures on Form SD with the U.S. Securities and Exchange Commission (SEC) for calendar year 2015 must do so no later than Tuesday, May 31, 2016....more
On April 13, 2016, the U.S. Securities and Exchange Commission (SEC) issued a concept release seeking feedback on ways to modernize the business and financial disclosure requirements of Regulation S-K. The 341-page release...more
4/21/2016
/ Audits ,
Disclosure Requirements ,
Environmental Assessments ,
Financial Statements ,
Foreign Investment ,
Investor Protection ,
Public Comment ,
Public Policy ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC)
Following are a few points to consider when preparing proxy statement materials for filing with the U.S. Securities and Exchange Commission (SEC) in connection with annual shareholder meetings....more
On December 11, 2015, the U.S. Securities and Exchange Commission (SEC) released another set of proposed rules to implement the resource extraction issuer disclosure provisions in Section 1504 of the Dodd-Frank Act. The...more
Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below.
Conflicting Shareholder...more
11/23/2015
/ Board of Directors ,
Conflicting Proposals ,
Corporate Social Responsibility ,
Director Nominations ,
Exclusive Forum ,
Executive Compensation ,
Glass Lewis ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
The staff of the U.S. Securities and Exchange Commission (SEC) Division of Corporation Finance (Staff) recently published revised guidance regarding the "unbundling" of matters presented for shareholder votes in connection...more
The Division of Corporation Finance of the U.S. Securities and Exchange Commission (Staff) recently published Staff Legal Bulletin No. 14H (SLB), which provides important new guidance for companies that may receive...more
10/29/2015
/ Conflicting Proposals ,
Manager Proposals ,
New Guidance ,
No-Action Requests ,
Ordinary Business Exception ,
Proxy Season ,
Rule 14a-8(i)(7) ,
Rule 14a-8(i)(9) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Wal-Mart
On August 18, 2015, the U.S. Court of Appeals for the District of Columbia Circuit, in a 2-1 decision (opinion available here), confirmed its earlier decision in April 2014 by ruling that the U.S. Securities and Exchange...more
8/24/2015
/ Appeals ,
Commercial Marketing ,
Compelled Speech ,
Conflict Mineral Rules ,
Country of Origin ,
Democratic Republic of Congo ,
Disclosure Requirements ,
First Amendment ,
Free Speech ,
Petition For Rehearing ,
Product Labels ,
Reaffirmation ,
Securities and Exchange Commission (SEC)
On August 5, 2015, in a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) adopted final rules implementing the controversial “CEO pay ratio” disclosure requirements that were proposed in 2013 and mandated by...more
On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) issued a concept release soliciting public comment on possible revisions to its existing disclosure requirements related to audit committees. The release...more
On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) issued long-awaited proposed rules that would implement the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Wall Street Reform...more
Conflict minerals disclosures on Forms SD for calendar year 2014, if required, must be filed with the U.S. Securities and Exchange Commission (SEC) by June 1, 2015 — the Monday after the annual May 31 due date. As companies...more
On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) proposed new rules that would require companies to disclose the relationship between the compensation actually paid to named executive officers (NEOs) and...more
The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more
4/16/2015
/ Appeals ,
Board of Directors ,
Corporate Governance ,
Ordinary Business Exception ,
Permanent Injunctions ,
Proxy Statements ,
Reversal ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Wal-Mart
On April 1, 2015, the U.S. Securities and Exchange Commission (SEC) announced its first enforcement action against a company for a restrictive provision in confidentiality agreements that could deter employees from using the...more