The SEC has approved Nasdaq’s proposed Rule 5250(b)(3) regarding disclosure of so called golden leash arrangements. The Rule requires each listed company to publicly disclose the material terms of all agreements or...more
7/5/2016
/ Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Financial Markets ,
Form 10-K ,
Golden Leash Arrangements ,
Nasdaq ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Stock Exchange
As Broc Romanek noted on the TheCorporateCounsel.net, a number of SEC filings discussing Brexit have been made. I have noted some of the disclosures below, focusing on those that have been made since the vote result was...more
6/30/2016
/ Disclosure Requirements ,
EU ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Medtronic ,
Member State ,
Popular ,
Publicly-Traded Companies ,
Referendums ,
UK ,
UK Brexit
Tesla, in an offer to acquire SolarCity, appears to be the first to announce a major proposed acquisition by a blog post. Since an 8-K was also filed, it can’t be sole proof that social media is a recognized distribution...more
Some things are as certain as death, taxes and Adobe updates. There will always be a proxy season, and maybe 15 years ago we started to think about ISS. Now the list has grown to include Scott Stringer, Comptroller of the...more
The Public Company Accounting Oversight Board, or PCAOB, has adopted new rules to provide investors with more information about who is participating in public company audits. The rules are subject to SEC approval....more
Many public companies include a description of Section 162(m) of the Internal Revenue Code in their proxy statements without distinguishing the application of 162(m) between various categories of issuers such as accelerated...more
Broc Romanek of TheCorporateCounel.net noted in this blog that “Recently, Nasdaq solicited comment on its shareholder approval rules. It’s a broad – and general – request since the rules haven’t changed much in the 25 years...more
ISS has issued the following policy updates for 2016.
Overboarding -
Current ISS policy considers a director “overboarded” if he or she sits on more than six public company boards – or if he or she is also a CEO,...more
Registered statements are “declared effective” by the SEC; Regulation A+ offering documents are “qualified” by the SEC, and when it happens an EDGAR document called “QUALIF” is generated. Per my review, the following...more
ISS has made available for public comment certain proposed voting policies for 2016. In the United States ISS has proposed policies relating to unilateral board actions, director overboarding and compensation at...more
10/27/2015
/ Benchmarks ,
Board of Directors ,
Bylaws ,
Compensation & Benefits ,
Financial Institutions ,
Financial Markets ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Public Comment ,
Publicly-Traded Companies ,
Say-on-Pay ,
Trading Platforms ,
Voting Powers
Two new Volcker Rule FAQs have been issued.
One FAQ addresses a bank’s market making activities. Amongst other things, the FAQ affirms that for purposes of meeting the final rule’s exemption for market-making, a...more
9/28/2015
/ Banking Sector ,
Banks ,
CEOs ,
Compliance ,
Financial Institutions ,
Financial Markets ,
Publicly-Traded Companies ,
Securities Act ,
Securities Exchanges ,
Trading Platforms ,
Volcker Rule
Shareholder proponent James McRitchie, who was successful in persuading the SEC to reconsider its no-action position with Whole Foods on proxy access, has hinted at his intentions for the upcoming proxy season, or at least...more
Some will want to start preliminary planning for the 2016 proxy season. It has been a bewildering year of developments, but most will be thankful that there are relatively few new rules that must be implemented at this time....more
9/18/2015
/ Clawbacks ,
Conflict Mineral Rules ,
Disclosure Requirements ,
Equity Plans ,
Hedging ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Access Rule ,
Proxy Season ,
Publicly-Traded Companies ,
Resource Extraction ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Whole Foods
The NYSE has filed a proposed rule change that is immediately effective. The NYSE proposes to amend Section 202.06 of the Listed Company Manual to:
- expand the pre-market hours during which listed companies are required...more
9/4/2015
/ Compliance ,
Financial Institutions ,
Financial Markets ,
Foreign Exchanges ,
Investment ,
Investors ,
Listing Standards ,
Nasdaq ,
NYSE ,
Publicly-Traded Companies ,
Release of Information ,
Request For Information ,
Stocks ,
Trading Platforms
Strike suits against public companies for “dead hand proxy put” provisions in credit agreements have recently attracted a lot of attention. A “dead hand proxy put” provides for the acceleration of amounts outstanding under a...more
The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd-Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more
8/6/2015
/ CEOs ,
Cost-of-Living Adjustment (COLA) ,
Data Privacy ,
De Minimus Quantity Exemption ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Employees ,
Executive Compensation ,
Foreign Private Issuers ,
Foreign Workers ,
Independent Contractors ,
Part-Time Employees ,
Pay Ratio ,
Payroll Records ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Seasonal Workers ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Temporary Employees
The SEC Division of Corporation Finance recently informed public companies that it will express no views on the application of Rule 14a-8(i)(9) during the current proxy season. The Corp Fin decision leaves public companies...more
Some public companies have requested the SEC to permit exclusion of proxy access proposals by stating the shareholder proposal directly conflicts with the issuers own proposal that will be included in the proxy statement. ...more
The SEC charged 29 officers, directors, or major shareholders for violating federal securities laws requiring them to promptly report information about their holdings and transactions in company stock. Seven publicly-traded...more
The Public Company Accounting Oversight Board has reproposed for public comment amendments to PCAOB auditing standards that would provide greater transparency into audits of public companies, brokers, and dealers about the...more
Broadly speaking, SEC Regulation BTR prohibits directors and executive officers of public companies from trading in the issuer’s securities which were acquired in connection with service to the issuer if a sufficient number...more