Searching Content by Dean Hanley ordered by Published Date Descending.
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New Nasdaq Rule Requires Disclosure Of Third Party Compensation Of Directors And Nominees
Effective August 1, 2016, companies listed on Nasdaq are subject to a new rule requiring annual disclosure of the material terms of agreements or arrangements between directors or director nominees and third parties that relate to compensation or other payment in connection with that person's candidacy or service as a director.
United States
9 Sep 2016
Latest Amendments To Delaware Law Revise Appraisal Rights
Effective August 1, 2016, the appraisal rights of dissenting stockholders in mergers and certain other transactions under the DGCL have been modified in two principal respects...
United States
22 Aug 2016
Proposed SEC Amendment Could Reduce Compliance Costs For Smaller Public Companies
Under a mandate from Congress under the Fixing America's Surface Transportation (FAST) Act of 2015, the SEC recently proposed an amendment to the definition of "smaller reporting company".
United States
16 Aug 2016
Changes To The New York City Retirement Systems' Proxy Guidelines
The New York City Retirement Systems (NYRS) recently published a major overhaul of their proxy voting policies, the first in 30 years.
United States
30 Jun 2016
How The FAST Act Will Impact Securities Laws
On December 4, 2015, the Fixing America's Surface Transportation Act (the FAST Act) was signed into law.
United States
18 Jan 2016
SEC Provides Guidance On Exclusion Of Shareholder Proposals Under The "Ordinary Business" And "Direct Conflict" Exclusions Of Rule 14a-8
Past guidance from the staff on this issue states that a proposal will generally not be excludable as long as there is a sufficient nexus between the nature of the proposal and the company.
United States
27 Nov 2015
D.C. Circuit Court Re-Affirms Decision That Portions Of SEC's Conflict Minerals Rules Are Unconstitutional
On August 18, 2015, the United States Court of Appeals for the D.C. Circuit, in likely the first majority opinion citing Charles Dickens (A Tale of Two Cities) and George Orwell (Nineteen Eighty-Four), re-affirmed its previous ruling striking down the SEC rule mandating that public companies specifically declare their products to be "not DRC conflict free" in their SEC filings and on their websites as a violation of the First Amendment. National Association of Manufacturers, et al., v. Securitie
United States
7 Sep 2015
SEC Adopts Pay Ratio Disclosure Rule
The pay ratio disclosure requirement applies to all companies required to provide executive compensation disclosure under Item 402(c)(2)(x) of Regulation S-K...
United States
18 Aug 2015
Trinity Wall Street v. Wal-Mart Stores, Inc. − "Lawyers, Guns And Money"
On July 6, 2015 the Third Circuit Court of Appeals issued its eagerly awaited opinion in Trinity Wall Street v. Wal-Mart Stores, Inc...
United States
17 Aug 2015
SEC Radically Revamps Regulation A - Part 3
For many years, SEC Regulation A languished as an exemption from registration that nobody really used.
United States
27 May 2015
SEC Radically Revamps Regulation A - Part 2
An offering statement is qualified under Regulation A only when it is declared qualified by the Commission or by the Division of Corporate Finance.
United States
26 May 2015
SEC Radically Revamps Regulation A - Part 1
For many years, SEC Regulation A languished as an exemption from registration that nobody really used.
United States
20 May 2015
Third Circuit Lets Wal-Mart Exclude Firearms Proposal Under The "Ordinary Business Operations" Exception
On April 14, 2015, the U.S. Court of Appeals for the Third Circuit summarily reversed a troubling decision of the Federal District Court in Delaware...
United States
21 Apr 2015
Supreme Court Decides Omnicare
On March 24, 2015, the Supreme Court issued its ruling in Omnicare Inc. v. Laborers District Council Construction Industry Pension Fund.
United States
15 Apr 2015
SEC Proposes Rules For Hedging Disclosure
The SEC’s proposed addition of Item 407(i) to Regulation S-K was mandated by the Dodd-Frank Act.
United States
20 Feb 2015
SEC Proposes New Exchange Act Registration Thresholds And Changes To Certain "Held Of Record" Definitions
On December 18, 2014, the Securities and Exchange Commission proposed new rules regarding the thresholds at which issuers may become reporting companies under Section 12(g) of the Securities Exchange Act of 1934...
United States
16 Jan 2015
Second Circuit Issues Landmark Decision Limiting Insider Trading Liability Of "Remote Tippees"
On December 10, 2014, the Second Circuit Court of Appeals in New York reversed a set of insider trading convictions and reined in government prosecutions of insider traders who are outside the company in which stock is traded and receive their information second or third hand. U.S. v. Newman and Chiasson (13-1837).
United States
2 Jan 2015
SEC Continues Its "Strict Liability" Enforcement Campaigns, Focusing On Filing Failures And Rule 105 Violations
This past week, the SEC launched another enforcement campaign, which reflects the "broken windows" approach to investor protection.
United States
25 Sep 2014
SEC Issues Staff Legal Bulletin No. 20: Clarifying Disclosure Requirements For Proxy Advisory Firms
On June 30, 2014, the SEC’s Divisions of Investment Management and Corporation Finance released Staff Legal Bulletin No. 20.
United States
25 Jul 2014
SEC Issues Interpretive Advice About Verification Safe Harbors Under Rule 506(c)
The availability of the private placement exemption depends in large measure upon determinations that purchasers are "accredited investors" under the rules. are "accredited investors" under the rules.
United States
23 Jul 2014
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