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Purpose – The purpose of this paper is to review the enforcement initiative announced by the US Securities and Exchange Commission (SEC) in September 2014 directed at reporting violations of the Securities Exchange Act of 1934 (Exchange Act) by public company officers, directors and significant stockholders. The paper considers the notable features of the first round of SEC enforcement actions pursuant to that initiative and proposes measures public companies and their insiders can adopt to enhance compliance with their reporting and related disclosure obligations under the Exchange Act. Design/methodology/approach – The paper examines the SEC’s enforcement initiative against the backdrop of the agency’s enforcement activity since 1990 for violations by public company insiders of the reporting provisions of Sections 13 and 16 of the Exchange Act. The paper summarizes the features of the reporting violations that attracted SEC enforcement interest in the recent proceedings and identifies the factors apparently weighed by the SEC in determining the amount of the penalties sought against those charged with the violations. Findings – The SEC’s latest enforcement actions are unprecedented for insider reporting violations. The new enforcement initiative represents an abandonment by the SEC of its largely passive approach of the past dozen years in which it charged insider reporting violations only when they related to fraud or other major violations of the securities laws. If reporting violations are flagrant, the SEC now promises to target the offenders for enforcement on a stand-alone basis without regard to other possible wrongdoing. The SEC also cautions that, as it did in some of the recent enforcement actions, it may charge companies that promise to assist their insiders in the preparation and filing of their reports, but do not to make the filings in a timely manner, with contributing to the filing failures. Originality/value – The paper provides expert guidance from experienced securities lawyers. [ABSTRACT FROM AUTHOR]

Purpose – The purpose of this paper is to review the principal provisions of the Jumpstart Our Business Startups (JOBS) Act, which was enacted in April 2012 and represents significant legislative reform of securities regulation in the USA. Design/methodology/approach – The paper examines the modified US securities regulatory regime introduced for initial public offerings and SEC reporting by a newly designated class of smaller securities issuers referred to as "emerging growth companies" and summarizes reforms to the regulation of capital-raising transactions by small issuers and other companies that are intended to facilitate the creation of new jobs by easing regulatory burdens. Findings – The JOBS Act should meet its objective of providing emerging growth companies, at reduced cost, with an orderly transition from a private existence with relatively few securities-law concerns to a public one with numerous compliance obligations. Companies also will have greater opportunities to access capital through the availability of additional exemptions from Securities Act registration and the elimination of some restrictions on offering-related communications with investors. The relaxation or elimination of long-accepted methods for minimizing fraud and abuse in securities offerings, however, could result in a significant increase in investment scams and other wrongdoing. Originality/value – The paper provides expert guidance from experienced financial services lawyers. [ABSTRACT FROM AUTHOR]

Addresses current issues in executive compensation in the areas of equity compensation plan approval requirements of the New York Stock Exchange and the Nasdaq Stock Market compensation committee requirements. Description of the duties of compensation committee members; Explanation of Section 304 of the Sarbanes-Oxley Act which aims to prevent chief executive officer and chief financial officer from profiting from financial results that were restated because of misconduct.

Presents the text of a letter to David B.H. Martin Jr., director of the U.S. Securities and Exchange Commission Division of Corporation Finance from the American Bar Association.

Explores insider trading under Rules 10b5-1 and 10b5-2 of the U.S. Securities and Exchange Commission. Facilitation of the prosecution of inside traders with the rules; Benefits of inside traders from 10b5-1; Clarification of Rule 10b-5 under the 1934 Act for the prohibition of fraud in relation with the purchase or sale of a security.

Focuses on the existing techniques in providing executive compensation in the United States. Practice of stock- or performance-based compensation in public companies; Context of contributory and non-contributory plans for executives and directors; Considerations for implementing stock- or performance-based compensation.

Focuses on the revisions of the Rule 14a-8 under the 1934 Securities Exchange Act in the United States. Rule 14a-8 as requirements for proposals submitted by shareholders; Implication for shareholders access to proxy materials of corporations; Role of the Securities and Exchange Commission in providing rules neutral to corporations and shareholders.

Focuses on the part II of the Report of the Task Force on Regulation of Insider Trading in the United States. Review on legislative theory of section 16; Clarification on types of securities and transactions; Recommendations on retaining post-event reporting under section 16 (a).