ADVERTISING MATERIAL
Print Bookmark

UPDATE ON THE SEC’S "CONFLICT MINERALS" DISCLOSURE RULES: D.C. DISTRICT COURT UPHOLDS COURT OF APPEALS DECISION

On April 3, 2017, the D.C. District Court affirmed the 2014 decision by the U.S. Court of Appeals for the D.C. Circuit, striking down part of the U.S. Securities and Exchange Commission’s (“SEC”) conflict minerals rules that require publicly-traded companies to disclose whether their products contain certain minerals from certain central African countries.

Read more ...

TAGS: Conflict Minerals, Dodd-Frank

SEC Approves Final Rules for Pay Ratio Disclosure

On August 5, 2015, the Securities and Exchange Commission approved its final “Pay Ratio Disclosure” rules as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The final rules require annual disclosure of the ratio of a reporting company’s principal executive officer’s total annual compensation to the median of the total annual compensation of all its employees. Most public companies will be required to make the pay ratio disclosure following their first full fiscal year beginning on or after January 1, 2017. Specifically, for a calendar-year reporting company, the first pay ratio disclosure must be made in the proxy statement for its 2018 annual meeting. 

Read more ...

SEC Proposes Incentive-Based Compensation Clawback Rules

On July 1, 2015, the U.S. Securities and Exchange Commission proposed rules which would require exchange-listed companies to adopt a policy for the recovery of incentive-based compensation in the event of an accounting restatement. These rules would implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. 

Read more ...

SEC Proposes Pay-for-Performance Disclosure Rules

On April 29, 2015, the U.S. Securities and Exchange Commission (“SEC”) approved the issuance of proposed rules to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), regarding the disclosure of pay versus performance. The proposed rules would require reporting issuers to disclose the relationship between named executive officer “actual” pay and the issuer’s and its peer’s total shareholder return (“TSR”). 

Read more ...

TAGS: Dodd-Frank, SEC, Total Shareholder Return

Update on the Dodd-Frank and JOBS Acts: Recent Enactments & Outstanding Actions

While several years have passed since the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Jumpstart Our Business Start-Ups Act took effect, several high-profile provisions of each act have not yet been implemented as final rules await adoption by the Securities and Exchange Commission. This advisory reviews certain provisions of each act and summarizes other related securities regulation developments.

Read more ...

SEC Proposes Rules Requiring Hedging Policy Disclosure

This week, the SEC released proposed rules intended to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), which would require SEC reporting companies to disclose in their annual meeting proxy statements whether the company permits its employees (including officers) and directors to hedge equity securities of the company. 

Read more ...

TAGS: Dodd-Frank, Hedging, SEC, Securities Law

Preparing for the 2015 Conflict Minerals Filing and Improving Compliance Programs

Pursuant to Section 1502 of the Dodd-Frank Act, the SEC promulgated new disclosure and reporting requirements concerning the use of certain conflict minerals (tantalum, tin, tungsten and gold) originating in the Democratic Republic of the Congo and certain adjoining countries (each a “Covered Country”). The new rule requires reporting companies to disclose whether conflict minerals are present in their products, whether they originated in a Covered Country, and the extent of the company’s due diligence effort with respect to the inquiries made and the measurers taken to determine the origin of the minerals and whether the products are conflict free. Reporting companies must file their annual Form SD and, depending upon the outcome of the due diligence, a Conflict Minerals Report, by the June 1, 2015 deadline. As companies prepare for the second year of filings, and in light of the pending litigation challenging the rule, many companies are looking for guidance.  

Read more ...

TAGS: Conflict Minerals, Dodd-Frank, Securities Law

U.S. Court of Appeals Strikes Down Part of SEC’s ‘Conflict Minerals’ Disclosure Rules

On April 14, 2014 the U.S. Court of Appeals for the D.C. Circuit struck down part of the U.S. Securities and Exchange Commission’s (“SEC”) controversial new “Conflict Minerals Rules” requiring publicly-traded companies to disclose whether their products contain certain minerals from certain central African countries. Despite this decision, until further notice public companies should continue to carry out efforts to comply with the SEC’s rules. 

Read more ...

Nasdaq’s New Compensation Committee Certification Requirement

In January 2013, the SEC approved the new listing standards proposed by Nasdaq for independent compensation committees and compensation consultants, legal counsel and other advisors. These new listing standards, adopted as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and new SEC Rule 10C-1 under the Securities Exchange Act of 1934, are designed to promote the independence of compensation committee members, consultants and advisors. 

Read more ...

SEC Proposes Rules on CEO Pay Ratio Disclosures

On September 18, 2013, the SEC issued its long-awaited, and much debated, proposed rules regarding CEO pay ratio disclosures, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010. 

Read more ...

TAGS: Dodd-Frank, SEC, Securities Law

Get Updates by Email

Topics

Subscribe to RSS

Contact Us

Recent Posts

Other KMK Blogs

IRS Circular 230 Disclosure: Unless we have specifically stated to the contrary in writing, any discussion of federal tax issues or submissions in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties under the United States federal tax laws or (2) promoting, marketing, or recommending to anyone any transaction or matter addressed herein.