Corporate & Securities Blog

ISS Announces GRId 2.0 and Publishes 2012 Pay-for-Performance Whitepaper

F. Mark Reuter — Tue, 20 Dec 2011 12:00:00 -0500

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.

Tags: Corporate Governance

S.E.C. Will Not Appeal Decision on Mandatory Proxy Access; Proxy Access on a Company-by-Company Basis Still a Possibility

Bryan A. Jacobs — Tue, 06 Sep 2011 12:00:00 -0400

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.

Tags: Securities Law

D.C. Circuit Vacates Stayed Proxy Access Rule

F. Mark Reuter — Thu, 21 Jul 2011 12:00:00 -0400

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.

IRS Issues Proposed Regulations Under Code Section 162(m)

Mark E. Sims — Tue, 12 Jul 2011 12:00:00 -0400

Code Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") precludes a tax deduction for remuneration paid to certain employees of publicly held companies in excess of $1,000,000. On June 23, 2011 the IRS issued proposed regulations under Code Section 162(m) to clarify two provisions of existing treasury regulations.

SEC Adopts Final Rules on Whistleblower Incentives and Protection

F. Mark Reuter — Wed, 25 May 2011 12:00:00 -0400

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.

Tags: Corporate Law, Securities Law

SEC Proposes Revised Accredited Investor Definition

F. Mark Reuter — Mon, 31 Jan 2011 12:00:00 -0500

The SEC recently proposed rules to revise its definition of "Accredited Investor" so that it mirrors the definition adopted by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under the proposed rules, a person is no longer permitted to include the value of his or her primary residence in determining whether they meet the $1 million net worth requirement for an Accredited Investor. The proposed rules do not define "primary residence," but do say that, for the most part, the common meaning of "the home where a person lives most of the time" should be used, whereas, in complex cases, the federal income tax rules should be consulted for guidance.

Tags: Securities Law

Securities and Exchange Commission Adopts Say-on-Pay

F. Mark Reuter — Wed, 26 Jan 2011 12:00:00 -0500

On January 25, 2011, the Securities and Exchange Commission ("SEC") adopted final "Shareholder Approval of Executive Compensation and Golden Parachute Compensation" rules, which are effective for annual meetings of shareholders conducted on or after January 21, 2011. Also known as "Say-on-Pay," the final rules address three separate shareholder votes mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act and several proxy disclosures surrounding these votes. Click here for our firm's complete advisory.

Tags: Securities Law

FASB Revises Timeline for Adoption of New Exposure Draft on Disclosure of Certain Loss Contingencies

F. Mark Reuter — Thu, 28 Oct 2010 12:00:00 -0400

On October 27, 2010, the Financial Accounting Standards Board met to further discuss the timeline for adoption of its Exposure Draft of a proposed Statement, Contingencies (Topic 450), Disclosure of Certain Loss Contingencies. For an overview of this Exposure Draft and the events leading up to its issuance, please see our previous blog on this subject.

Tags: Corporate Law, Securities Law

SEC Releases Proposed Rules on Say-on-Pay, Say-on-Frequency and Say-on-Parachutes

F. Mark Reuter — Tue, 19 Oct 2010 12:00:00 -0400

On October 18, 2010, the SEC released proposed rules on "Shareholder Approval of Executive Compensation and Golden Parachute Compensation" which address three separate shareholder votes mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act for annual meetings of shareholders conducted on or after January 21, 2011.

Tags: Corporate Law, Securities Law

Proxy Access on Hold - For Now

F. Mark Reuter — Mon, 04 Oct 2010 12:00:00 -0400

Yesterday, the SEC decided to stay the effectiveness of the proxy access rules pending resolution of a petition for review filed in connection with this lawsuit filed by the Business Rountable and U.S. Chamber of Commerce. As a result, proxy access will not take effect in 2010 and its potential applicability to the 2011 proxy season is in limbo.

Tags: Corporate Law, Securities Law