Gary Brown

Gary Brown

Nelson Mullins Riley & Scarborough LLP

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Turkeys Pardoned – New Share Repurchase Rule Delayed – Is It That Simple? (What About Those Issuer 10b5-1 Plan Disclosures?)

Yes – a Thanksgiving tradition continued last week when President Biden pardoned turkeys Liberty and Bell from what would otherwise have been an unpleasant Thanksgiving experience....more

11/28/2023  /  Corporate Governance , Disclosure Requirements , Publicly-Traded Companies , Regulation S-K , Reporting Requirements , Securities and Exchange Commission (SEC) , Securities Regulation , Stock Repurchases

It’s More Than 10b5-1 – a Lot More – and You Need to Get Ready

You probably have heard or read about the SEC’s adoption, on Dec. 14, 2022, of amendments to Rule 10b5-1. That rule provides an affirmative defense to insider trading liability under Section 10(b) of the Exchange Act and Rule...more

1/10/2023  /  10b5-1 Plans , Corporate Governance , Disclosure Requirements , Insider Trading , Non-Public Information , Securities and Exchange Commission (SEC) , Securities Regulation , Securities Transactions

Pay Versus Performance Disclosure for Smaller Reporting Companies - An SRC-Focused Analysis of the SEC’s Pay Versus Performance...

We issued a step-by-step guide entitled An Analysis of the SEC’s Pay Versus Performance Rules on December 14, 2022. We prepared that guide to assist our clients as they prepare to implement the SEC’s new “Pay Versus...more

1/6/2023  /  Corporate Governance , Disclosure Requirements , Dodd-Frank , Executive Compensation , Pay-for-Performance , Regulation S-K , Securities and Exchange Commission (SEC) , Smaller Reporting Companies

Never Too Late – SEC Enacts Pay vs. Performance Disclosure Rules

A mere 12 years after they were mandated by Dodd-Frank, the SEC adopted so-called “pay versus performance” rules on August 25, 2022. The rules require companies to provide a new table in their proxy or information statements,...more

9/8/2022  /  Compensation & Benefits , Corporate Governance , Disclosure Requirements , Dodd-Frank , Executive Compensation , Pay-for-Performance , Proxy Statements , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

SEC Adopts First Amendments to Shareholder Proposal Rule in Over 20 Years

Overview - The SEC yesterday adopted amendments to modernize Exchange Act Rule 14a-8 — shareholder proposal rule, which governs the process for shareholders to make proposals that will be included in a company’s proxy...more

9/25/2020  /  Corporate Governance , Proxy Statements , Rule 14a-8 , Securities and Exchange Commission (SEC) , Shareholder Meetings , Shareholders

SEC Amends Proxy Rules for Proxy Voting Advice and Issues Supplemental Guidance on Proxy Voting Responsibilities of Investment...

Amendments Codify Prior Guidance that Proxy Voting Advice Is a “Solicitation,” Add Conditions to Exemptions Relied on by Proxy Advisory Firms - Continuing its focus on the proxy process and possible improvements to the...more

7/23/2020  /  Corporate Governance , Investment Adviser , Proxy Advisory Firms , Proxy Voting , Proxy Voting Guidelines , Securities and Exchange Commission (SEC)
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