Corporate & Securities Blog

With the 2013 annual meeting season well underway, we want to remind you of compliance deadlines, new and proposed listing rules, developments in recommendations of proxy advisory firms and other securities regulation and corporate governance matters.

The SEC recently approved new proposed listing standards for both the New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) regarding criteria for compensation committee member independence and compensation consultant independence.

Both the Nasdaq Stock Market (“Nasdaq”) and the New York Stock Exchange (“NYSE”) recently proposed new rules to conform to the SEC’s recently established requirements regarding independence standards for compensation committee members and advisers.

Yesterday, the SEC proposed rules to eliminate the prohibition against general solicitation and advertising in private offerings under Securities Act Regulation D Rule 506 and Rule 144A. The proposed rules do not develop in any meaningful way the provisions contemplated in the JOBS Act. The SEC will seek public comment on the proposed rules for 30 days. 

At a meeting on July 9, 2012 the Financial Accounting Standards Board voted that it would not move forward with its outstanding project for modifying disclosure requirements for loss contingencies.

The Securities and Exchange Commission (“SEC”) recently issued final rules implementing Dodd-Frank Act provisions regarding the independence of public company compensation committee members and advisers. 

Institutional Investor Services (ISS) recently announced that it will be launching GRId 2.0 on February 20, 2012.  GRId, or Governance Risk Indicators, is ISS’s rating system for publicly-traded companies’ corporate governance practices which ISS  wants us to believe is designed to measure publicly-traded companies’ governance-related risk.  

On September 6, 2011, the Securities and Exchange Commission released a statement that it would not seek rehearing of the decision by the U.S. Court of Appeals for the District of Columbia circuit in the case captioned Business Roundtable and U.S. Chamber of Commerce vs. Securities and Exchange Commission or seek review of the decision by the U.S. Supreme Court. The decision vacated new proxy access Rule 14a-11, which would have required companies to include shareholders' director nominees in company proxy materials under certain circumstances.

On July 22, 2011, the United States Court of Appeals for the District of Columbia Circuit handed down a decision in the case captioned Business Roundtable and U.S. Chamber of Commerce vs. Securities and Exchange Commission, which vacates new proxy access Rule 14a-11, and related amendments to Rule 14a-8 on shareholder proposals.

On May 25, 2011, over a month after its scheduled release date, the SEC adopted rules to implement Section 21F of the Exchange Act, "Securities Whistleblower Incentives and Protection," which was added by Section 922 of Dodd-Frank.