ISS has published two FAQs that supplement its 2016 Proxy Voting Guidelines Updates for the Americas that we summarized in our client alert ISS Policy Changes for the 2016 Proxy Season (December 8, 2015). The new FAQs provide...more
On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act, or FAST Act. The FAST Act includes several provisions intended to improve capital formation by smaller issuers and...more
Proxy Access -
ISS has determined not to alter its basic approach to management and shareholder proxy access proposals for 2016. However, ISS has stated that it expects to release a FAQ in December 2015 that will provide...more
On October 6, 2015, the U.S. House of Representatives unanimously approved the Reforming Access for Investments in Startup Enterprises Act of 2015 (H.R. 1839), also known as the RAISE Act of 2015. The RAISE Act has been...more
11/5/2015
/ Accredited Investors ,
Congressional Committees ,
Disclosure Requirements ,
Financial Statements ,
GAAP ,
Pending Legislation ,
RAISE Act ,
Registration Requirement ,
Reporting Requirements ,
Resale Exemption ,
Securities Act of 1933 ,
Sellers ,
Startups
On October 22, 2015, the staff of the SEC Division of Corporation Finance issued Staff Legal Bulletin No. 14H (SLB 14H), which provides significant guidance for companies about the Staff’s views on the scope and application...more
11/5/2015
/ Management Proposals ,
New Guidance ,
No-Action Letters ,
Ordinary Business Exception ,
Proxy Materials ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Rule 14a-8(i)(7) ,
Rule 14a-8(i)(9) ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Trinity Wall Street ,
Wal-Mart ,
Whole Foods
Changes to Notification Requirements -
Notifications During Pre-Market Hours. Currently, Rule 202.06 requires listed companies to notify the NYSE at least 10 minutes before they release material news “shortly before the...more
9/23/2015
/ Amended Regulation ,
Bloomberg Inc. ,
Dow Jones ,
Form 8-K ,
Investor Protection ,
Listing Rules ,
Material Disclosures ,
Nasdaq ,
Notice Requirements ,
NYSE ,
Press Releases ,
Public Disclosure ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Trading Suspension
On August 5, 2015, the Securities and Exchange Commission adopted the final CEO pay ratio disclosure rule by a 3-2 vote. The final rule amends Item 402 of Regulation S-K, as required by Section 953(b) of the Dodd-Frank Wall...more
On July 1, 2015, the Securities and Exchange Commission proposed rules, consisting of new Rule 10D-1 and related rule and form amendments, that would require clawbacks of incentive compensation received by executive officers...more
7/17/2015
/ Clawbacks ,
Corporate Officers ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Financial Reporting ,
Financial Restatements ,
Foreign Private Issuers ,
Form 8-K ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Offsets ,
Proposed Regulation ,
Public Disclosure ,
Rule 10D-1 ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Total Shareholder Return (TSR)
The SEC has proposed rules that would require most public companies to provide disclosure in their proxy statements regarding the relationship between their executive compensation and total shareholder return (TSR) for the...more
Public companies should review their confidentiality arrangements for any provisions that may result in unintended violations of the Dodd-Frank Act’s whistleblower protections....more
4/16/2015
/ Confidentiality Agreements ,
Dodd-Frank ,
Enforcement Actions ,
Equal Employment Opportunity Commission (EEOC) ,
Internal Investigations ,
KBR (formerly Kellogg Brown & Root) ,
NLRB General Counsel ,
Rule 21F ,
Securities and Exchange Commission (SEC) ,
Whistleblower Protection Policies ,
Whistleblowers
Recent SEC enforcement actions serve as a reminder that CEOs and CFOs are subject to incentive compensation clawbacks under Section 304 of the Sarbanes-Oxley Act even when there has been no misconduct on their part....more
The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more
Nasdaq has adopted amendments to its fee structure and fee rates for companies with securities listed on the Nasdaq Global Select, Global and Capital Markets. The amendments create a new all-inclusive annual listing fee...more
On November 26, 2013, the NASDAQ Stock Market (“Nasdaq”) filed an amendment to its listing standards that eliminates the prohibition on the receipt of compensatory fees by compensation committee members. Nasdaq listing...more