KMK Law 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.

So apparently, Netflix is good for something other than just House of Cards.  In an eagerly-awaiting ruling Wednesday, the SEC issued a report confirming that companies are permitted to disseminate material information through their social media channels in compliance with Regulation Fair Disclosure (“Regulation FD”) so long as investors know that companies are going to do so. 

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.

In a June 25, 2012 revenue ruling, the IRS issued guidance as to whether dividends and dividend equivalents related to restricted stock and restricted stock units (RSUs) that qualify as performance-based compensation for purposes of Internal Revenue Code Section 162(m) must separately qualify as performance-based. 

This blog post focuses only on how the Supreme Court’s decision affects businesses in their capacity as “employer” and administrator of their group health plans.  This post does not address the many significant issues that may be faced by hospitals, health care providers, drug and medical device manufacturers, health insurers or state governments.

The Supreme Court’s Decision

On June 28, the Supreme Court released its decision in National Federation of Independent Business v. Sebelius.  The Court ruled on various issues, including the Patient Protection and Affordable Care Act’s “individual mandate” and “Medicaid expansion” provisions.

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.