SEC Adopts Proxy Access
This week, the SEC adoped final rules on proxy access which will require companies to provide certain shareholders or shareholder groups the opportunity to nominate candidates for boards of directors and to include information in the company's proxy materials about, and the ability to vote for, these shareholder nominees.
Dodd Act Change Immediately Affects Private Offerings
The Dodd-Frank Wall Street Reform and Consumer Protection Act immediately revised the net worth test for determining whether an individual investor is an “accredited investor” for purposes of Regulation D and Section 4(6) of the Securities Act of 1933. Specifically, as revised, prospective investors can no longer include the value of their primary residence for purposes of satisfying the $1 million net worth test. Historically, many investors have relied on the value of their homes for purposes of qualifying as an accredited investor. This immediately effective provision applies to offerings that are already in progress, including those that have had initial closings.
FASB Issues New Exposure Draft on Disclosure of Certain Loss Contingencies
On July 20, 2010, the Financial Accounting Standards Board issued a new Exposure Draft of a proposed Statement, Contingencies (Topic 450), Disclosure of Certain Loss Contingencies. The FASB has proposed various amendments to Topic 450, formerly known as FASB Statement No. 5, in response to investor concerns about the inadequacy of information currently available regarding the likelihood, timing and amount of future cash flows associated with loss contingencies.
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Recent Posts
- ISS Announces GRId 2.0 and Publishes 2012 Pay-for-Performance Whitepaper
- S.E.C. Will Not Appeal Decision on Mandatory Proxy Access; Proxy Access on a Company-by-Company Basis Still a Possibility
- D.C. Circuit Vacates Stayed Proxy Access Rule
- IRS Issues Proposed Regulations Under Code Section 162(m)
- SEC Adopts Final Rules on Whistleblower Incentives and Protection
- SEC Proposes Revised Accredited Investor Definition
- Securities and Exchange Commission Adopts Say-on-Pay
- FASB Revises Timeline for Adoption of New Exposure Draft on Disclosure of Certain Loss Contingencies
- SEC Releases Proposed Rules on Say-on-Pay, Say-on-Frequency and Say-on-Parachutes
- Proxy Access on Hold - For Now
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