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The U.S. Securities and Exchange Commission (SEC) and the Division of Corporation Finance (Division) recently issued new interpretive guidance addressing significant issues under the pay ratio disclosure rule. The guidance [...]

The SEC recently proposed rules to implement the pay-versus-performance disclosure requirement in the Dodd-Frank Act. The proposed rules reflect the Commissions Congressionallymandatedforay into the controversy of how best to demonstrate [...]

Recent Securities and Exchange Commission guidance provides that companies may, under certain circumstances, use social media to comply with Regulation FD disclosure requirements. However, companies must take certain steps and [...]

Classified boards, where directors are divided into classes and serve multi-year (typically three), staggered terms, continue to be a lightning rod for stockholder activists and, thus, a focus of boards [...], Stockholder activists continue to submit significant numbers of non-binding stockholder proposals asking that S&P 500 companies, in particular, declassify their boards. Faced with high votes on these stockholder proposals, many companies wrestle with the mechanics of instituting annual director elections and related issues that are incidental to company declassification proposals.

Institutional Shareholder Services, the most influential proxy advisory firm in the U.S., has issued updates to its voting policies for the 2012 proxy season. These updated proxy voting policies will [...]

On October 13, 2011, the staff of the Securities and Exchange Commission (SEC) released disclosure guidance regarding public company disclosure obligations relating to cybersecurity risks and cyber incidents (Disclosure Guidance).1 [...]

While many of the provisions of the Dodd-Frank Act address the financial services industry, its provisions relating to executive compensation and corporate governance will impact every public company. The Act [...]

In the first settlement of its kind, Xcel Energy recently entered into an agreement with the New York Attorney General to provide increased climate change disclosure in its SEC filings. [...]

On July 26, 2006, the Securities and Exchange Commission (SEC) voted unanimously to adopt new rules that revise the disclosure requirements for executive and director compensation, related-party transactions, director independence, [...]

Companies recently have requested that their stockholders declassify their boards of directors in record numbers, both on their own initiative and in response to non-binding stockholder proposals. In doing so, [...]

The SEC recently announced enforcement actions against 34 companies and individuals for alleged failure to timely file with the SEC stock transaction reports provide important lessons to companies and their [...]

During 2022, ISS will generally recommend "against" or "withhold" votes for the responsible committee chair in cases where ISS determines a company is not taking minimum steps needed to understand, assess and mitigate climate change risks to the company and the larger economy. Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), the two major proxy advisory firms, recently released updates to their proxy voting policies for the 2022 proxy season. [Extracted from the article]

On September 15, 2004, the staff of the SEC's Division of Corporation Finance issued Staff Legal Bulletin No. 14B (SLB 14B), providing guidance on certain issues that commonly arise in [...]

On October 8, 2003, the Securities and Exchange Commission (SEC) approved the publication of proposed amendments to the SEC's proxy rules to permit a shareholder or a group of shareholders [...]

On August 6, the Securities and Exchange Commission (SEC) proposed amendments to the proxy rules to require expanded disclosure of the operation of board nominating committees and new disclosure concerning [...]

Recently, the SEC's Division of Corporation Finance has issued a number of comment letters relating exclusively to climate change disclosure issues. Shortly after the initial issuances of comment letters, the Division issued a notice with an Illustrative letter" containing sample comments that the Division may continue to issue. [Extracted from the article]

The article reports on various developments related to the U.S. securities industry. Both the New York Stock Exchange (NYSE) and NASDAQ amended their bright-line independence tests on the receipt of direct compensation from listed companies. In addition, the U.S. Securities and Exchange Commission (SEC) announced the settlement of an enforcement action against companies who violate the federal securities laws. The SEC approved an amendment to NASDAQ Rule 4200(a)(15).