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1
Supreme Court Invalidates SEC Expansion Of Who Can Be A Whistleblower Under Dodd-Frank Act
On Wednesday February 21, 2018, the United States Supreme Court rejected a Securities Exchange Commission regulation that sought to expand the definition of a whistleblower under the Dodd-Frank Act, and thereby resolved a split in the Circuit Courts.
United States
28 Feb 2018
2
SEC Staff Issues New Guidance On Shareholder Proposals
On November 1, 2017, the SEC's Division of Corporation Finance issued Staff Legal Bulletin 14I reflecting guidance ostensibly easing its prior views on the availability of no-action relief ...
United States
16 Nov 2017
3
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
4
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
5
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
6
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
7
Non-GAAP Financial Disclosures – Redux
Prefaced by public statements of SEC officials about improper use of non-GAAP financial measures, the Staff of the Division of Corporation Finance issued new and revised Compliance & Disclosure Interpretations...
United States
8 Jun 2016
8
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
9
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
10
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
11
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
12
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
13
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
14
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
15
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
16
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
17
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
18
SEC Charges KBR, Inc. With Using A Confidentiality Agreement That Could "Chill" Whistleblowing
About six months ago, the Director of the Office of the Whistleblower warned that the SEC was "going to bring a case where somebody has asked an employee or forced an employee to sign a document that in order of substance means they can’t report to us."
United States
15 Apr 2015
19
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
20
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
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