The SEC has proposed many amendments to its disclosure requirements for public company reports and offering documents, based in large part on the SEC staff study contained in its FAST Act Report. Although largely technical,...more
The New York Stock Exchange has filed a proposal that will prohibit listed companies from issuing material news after the close of trading (generally 4:00 p.m. Eastern Time) until the earlier of the publication of the...more
It appears likely that the CEO pay ratio disclosure rule adopted by the Securities and Exchange Commission in 2015 will require companies that are subject to the rule to begin including CEO pay ratio disclosure for 2017...more
The New York Stock Exchange (“NYSE”) is seeking to delay the implementation of its recently-adopted dividend notification requirements until no later than February 1, 2018....more
The New York Stock Exchange has amended its Listed Company Manual to require listed companies to notify the NYSE at least 10 minutes before the company announces any dividend or stock distribution or the fixing of a record...more
Beginning September 1, 2017, rules adopted in March 2017 by the Securities and Exchange Commission (SEC) will require companies to include active hyperlinks to exhibits in most reports filed with the SEC under the Securities...more
On July 10, 2017, the SEC will begin allowing all filers to voluntarily submit nonpublic, draft registration statements for initial public offerings and certain other registrations. This expands a popular provision of the...more
The NYSE has recently proposed two notable amendments to its rules. The first proposal would require listed companies to notify the NYSE at least 10 minutes before the company announces any dividend or stock distribution,...more
The SEC has adopted a number of amendments to its forms and rules to reflect changes that resulted from the JOBS Act. The amendments will affect all public companies, including EGCs, as follows:
All Domestic Public...more
4/7/2017
/ Crowdfunding ,
Emerging Growth Companies ,
Form 10-K ,
Form 8-K ,
Form S-1 ,
Form S-3 ,
Form S-8 ,
Funding Portal ,
JOBS Act ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The Securities and Exchange Commission has adopted an amendment that will shorten the standard settlement cycle for most broker-dealer transactions from T+3 to T+2. Related amendments to rules of the New York Stock Exchange,...more
The Securities and Exchange Commission has adopted final rules that will require companies to include active hyperlinks to exhibits in most registration statements filed under the Securities Act of 1933 and most reports filed...more
The SEC’s Division of Corporation Finance recently granted no-action relief to a company seeking to exclude shareholder-proposed amendments to the company’s proxy access bylaw provisions on the basis of substantial...more
ISS has announced its policy updates for 2017 shareholder meetings. Significant corporate governance policy changes include negative voting recommendations for companies that restrict shareholders’ ability to amend the...more
The staff of the Division of Corporation Finance of the Securities and Exchange Commission has issued three additional responses to company no-action requests to exclude shareholder-proposed amendments to proxy access bylaw...more
Recent SEC responses to no-action requests involving shareholder proposals seeking initial adoption of a proxy access bylaw confirm that the SEC staff is continuing to evaluate company requests to exclude these proposals from...more
The SEC has proposed amendments to its proxy rules that would require the use of universal proxy cards in contested director elections, and would change the rules governing disclosure of shareholder voting options and...more
Summary -
Earlier this month, the U.S. Securities and Exchange Commission (SEC) announced its second significant enforcement action against an employer based on confidentiality and release provisions that the SEC asserts...more
8/22/2016
/ Cease and Desist ,
Confidentiality Agreements ,
Dodd-Frank ,
Enforcement Actions ,
Fines ,
Health Net ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Severance Agreements ,
Waivers ,
Whistleblower Awards ,
Whistleblowers
Summary -
The U.S. Securities and Exchange Commission (SEC) announced its second significant enforcement action against an employer based on confidentiality and release provisions that the SEC asserts will discourage...more
8/16/2016
/ Cease and Desist Orders ,
Civil Monetary Penalty ,
Confidentiality Agreements ,
Dodd-Frank ,
Employee Releases ,
Enforcement Actions ,
Remedies ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Severance Agreements ,
Whistleblower Protection Policies
The Nasdaq Stock Market LLC (Nasdaq) has adopted a new rule that will require each Nasdaq-listed company to publicly disclose compensation or other payments by third parties to any current director or nominee for director in...more
7/18/2016
/ Board of Directors ,
Compensation Agreements ,
Director Compensation ,
Director Nominations ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Golden Leash Arrangements ,
Indemnity Agreements ,
Information Statements ,
Nasdaq ,
Proxy Materials ,
Remuneration ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings
As discussed in our recent client alert “SEC Issues Important Non-GAAP Interpretations” (May 19, 2016), the SEC recently released a series of new C&DIs on the use of non-GAAP financial measures by reporting companies and new...more
Background -
In recent months, senior SEC officials have repeatedly cautioned public companies about the use of non-GAAP financial measures. These include statements by SEC Chair Mary Jo White, SEC Chief Accountant James...more
In the last year, the number of companies that have adopted proxy access bylaws provisions – and the number of proxy access proposals submitted by shareholders – has risen significantly. Competing proxy access provisions...more
As summarized in our recent client alert “FAST Act Brings Additional Benefits for Emerging Growth Companies and New Resale Exemption,” President Obama signed the Fixing America’s Surface Transportation Act ("FAST Act"),on...more
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