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SEC Approves Nasdaq “Golden Leash” Disclosure Rule

On July 1, 2016, the Securities and Exchange Commission approved Nasdaq’s proposal for a “golden leash” disclosure rule (Rule 5250(b)(3)) requiring listed companies to publicly disclose benefits given by investors or other...more

SEC Adopts Final Pay Ratio Rule

The U.S. Securities and Exchange Commission (SEC) has adopted a final pay ratio rule that implements Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) nearly two years...more

Proposed Legislation Threatens Corporations' Ability to Select Forum

Current Delaware law permits a Delaware corporation to adopt a bylaw specifying an exclusive forum other than Delaware to litigate intra-corporate disputes, so long as there is a logical connection between the forum selected...more

Public Companies Take Note: SEC Launches Enforcement Initiative Targeting Section 16 and Other Shareholder Filings

The Securities and Exchange Commission (SEC) recently announced charges against 28 public company officers, directors and ten percent shareholders for repeated violations of federal securities laws requiring them to promptly...more

Delaware Court of Chancery Upholds North Carolina "Exclusive Forum" Bylaw

In a closely-watched case with implications for corporations across the nation, Chancellor Andre Bouchard of the Delaware Court of Chancery has issued an opinion enforcing a forum-selection bylaw that requires intra-corporate...more

SEC Commissioner Gives Corporate Boards a Cybersecurity Wake-up Call

“Given the significant cyber-attacks that are occurring with disturbing frequency, and the mounting evidence that companies of all shapes and sizes are increasingly under a constant threat of potentially disastrous...more

7/23/2014  /  Corporate Counsel , Popular

The SEC's Proposed Pay Ratio Rule: What it Could Mean for Your Upcoming Filings

Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) mandates the Securities and Exchange Commission (SEC) to amend Item 402 of Regulation S-K (Item 402) to require certain companies to...more

SEC Report Opens Door to Use of Social Media

On April 2, 2013, the U.S. Securities and Exchange Commission (the “SEC”) issued a Report of Investigation (the “Social Media Report”) clarifying that a company subject to Regulation Fair Disclosure (“Regulation FD”) may use...more

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