There’s been a lot of hand-wringing about what the data will show when public companies are finally required, in 2018, to disclose their CEO-to-median-employee pay ratios as required by new SEC rules implementing Dodd-Frank. ...more
At an open meeting this morning, the SEC voted to propose shortening the standard settlement cycle for most broker-dealer transactions from three business days after the trade date to two business days after the trade date,...more
On August 31, the SEC announced that the fees for registration of securities and certain other transactions in fiscal 2017 will be $115.90 per million dollars, up from $100.70 per million dollars last year. These rates are...more
The GAO has issued its annual conflict minerals report to Congress, entitled “Companies Face Continuing Challenges in Determining Whether Their Conflict Minerals Benefit Armed Groups.” The GAO is required to report annually...more
On June 27, 2016, the SEC announced that it had adopted final rules, mandated by Section 1504 of Dodd-Frank, that require disclosure on Form SD of certain payments made to the federal and foreign governments by resource...more
A discussion draft for the Financial CHOICE Act is now publicly available. Many of the provisions of interest from a corporate standpoint are in Title IV—Capital Markets Improvements and Title X—Unleashing Opportunities for...more
According to Euranet Plus News Agency, the “EU has reached a preliminary deal to curb the trade in minerals from war zones and corrupt regimes. The rules will force companies that mine, refine or import ‘conflict minerals’...more
by Cydney Posner There has been a fair amount of press regarding the Financial CHOICE Act, a new bill sponsored by Jeb Hensarling, Chair of the House Financial Services Committee. The actual bill has not yet been released,...more
As noted in Broc’s blog on thecorporatecounsel.net, the SEC has posted its Regulatory Flexibility Agenda for 2017. And, as Broc observes, these agendas are, to borrow his characterization, purely “aspirational,” and do not...more
Just in time for those Forms SD and conflict minerals reports, due May 31, the OECD has posted a new edition of the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk...more
It goes without saying that, to many, the sine qua non of executive compensation is performance-based pay. From proxy advisory firms to institutional holders to the drafters of Dodd-Frank, the question of whether CEO...more
Today, the SEC issued a staff report, required under Dodd-Frank, on the staff’s review of the accredited investor definition. The purpose of the accredited investor concept is to identify, using a bright-line definition,...more
Last Thursday, the SEC voted (with Commissioner Piwowar in dissent) to propose rules, mandated by Section 1504 of the Dodd-Frank, that would require disclosure on Form SD of certain payments made to the federal and foreign...more
At a hearing last week before a subcommittee of the House Financial Services Committee, the members heard testimony regarding the Dodd-Frank conflict minerals provision. The Chair expressed concern that the provision was...more
Keith Higgins, Director of Corp Fin, hinted that he might be giving us a welcome gift in the future: a revision of Item 10 of Schedule 14A, the proxy statement – in my view, a component of the disclosure rules that has too...more
Below are some highlights (from my notes) of the PLI Securities Regulation Institute panel discussions Thursday and Friday with the Corp Fin staff (Keith Higgins, Shelley Parratt, David Fredrickson, Michele Anderson, Karen...more
11/2/2015
/ Acquisitions ,
Capital Exchanges ,
CDIs ,
Conflict Mineral Rules ,
Disclosure ,
Dodd-Frank ,
Exxon Mobil ,
Form 10-K ,
Mergers ,
Pay Ratio ,
Proxy Access ,
Proxy Season ,
Proxy Statements ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholder Votes ,
Universal Proxy
The WSJ is reporting that, contrary to all expectations (including my own), “the U.S. Chamber of Commerce isn’t planning to mount a legal challenge to the Securities and Exchange Commission’s pay ratio rule.”...more
10/22/2015
/ Amnesty International ,
Chamber of Commerce ,
Conflict Mineral Rules ,
Disclosure Requirements ,
Dodd-Frank ,
En Banc Review ,
Executive Compensation ,
First Amendment ,
NAM ,
Pay Ratio ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
On September 30, the House Financial Services Committee approved, by a vote of 32 to 25, H.R. 414, the Burdensome Data Collection Act, following committee consideration and a mark-up session. Given that the bill is only one...more
As noted in this Law 360 article and in this thecorporatecounsel.net blog , on Friday, the SEC filed a Notice of Proposed Rulemaking in the U.S. District Court for the District of Massachusetts in connection with Oxfam...more
10/6/2015
/ Chamber of Commerce ,
Conflict Mineral Rules ,
Disclosure Requirements ,
Dodd-Frank ,
Final Rules ,
Form SD ,
Manufacturers ,
Mineral Extraction ,
NAM ,
NPRM ,
Oil & Gas ,
Oxfam America ,
Securities and Exchange Commission (SEC)
In Berman v. Neo@Ogilvy LLC, a three-judge panel of the Second Circuit reversed and remanded a decision of the SDNY, which had dismissed a claim for retaliation by a former employee on the basis that Dodd-Frank’s...more
9/11/2015
/ Accounting Fraud ,
Administrative Interpretation ,
Dodd-Frank ,
Employer Liability Issues ,
Hiring & Firing ,
Internal Reporting ,
Retaliation ,
Rule 21F ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Whistleblower Protection Policies ,
Whistleblowers
A U.S. District Court has handed a victory to Oxfam America in its efforts to compel the SEC to complete rulemaking on the Dodd-Frank mandate regarding resource extraction disclosures (Section 1504). ...more
The SEC has announced that the fee for registration of securities and certain other transactions in fiscal 2016 will be $100.70 per million dollars. Under Dodd-Frank, the annual rate changes must take effect on the first day...more
On August 5, 2015, the SEC adopted a final rule to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, often referred to as the pay-ratio provision.
The pay-ratio provision mandates...more
8/27/2015
/ Acquisitions ,
CEOs ,
COLA ,
Compliance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Exemptions ,
Final Rules ,
Inflation Adjustments ,
Median Employee ,
Non-US Entities ,
Pay Ratio ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
At an open meeting this morning, SEC Commissioner Daniel Gallagher contended that, in its efforts to adopt pay-ratio rules that conform to the Dodd-Frank mandate, the SEC was just putting itself in a box – viewing the...more
The SEC may adopt final pay-ratio rules, mandated by Dodd-Frank, possibly as early as next week. More significantly, according to the WSJ, the final rules will be adopted “without broad exclusions sought by companies.”...more