Author: Kimberley R. Anderson

Kimberley R. Anderson

Kimberley helps clients achieve key business goals through securities offerings and acquisitions and guides public companies through corporate governance and disclosure requirements.

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Smaller Issuer Relief in the Financial CHOICE Act

Kimberley R. Anderson

As noted in the earlier post, the House passed the Financial CHOICE Act yesterday.  While the headline-grabbing aspects of the Financial CHOICE Act relate to a repeal of the Volcker Rule and reducing the authority of the Consumer Financial Protection Bureau, there are some other interesting tidbits relating to public company disclosure, including two that would provide significant relief for smaller issuers. However, the Financial...

Say-on-Pay Voting Frequency ― The Financial CHOICE Act Adds Uncertainty to the Process

Kimberley R. Anderson

The House passed the Financial CHOICE Act on Thursday as part of the new administration’s bid to overhaul Dodd-Frank. It is not expected to get through the Senate in its current form, but it does provide an interesting read. While current disclosure requirements have become too lengthy and cumbersome in many respects, the proposed change to Say-on-Pay voting frequency requires a materiality determination that may...

Glass Lewis Releases Its 2017 Policy Guidelines

Kimberley R. Anderson

Glass Lewis released its updated policy guidelines for the 2017 proxy season for several countries, including the United States and Canada.  The most significant change in the United States guidelines relates to director overboarding and was expected.  The changes to the United States guidelines include: Director Overboarding Policy As indicated in last year’s guidelines, in 2017, Glass Lewis will generally recommend voting against a director...

Act Now! Glass Lewis Opens Its Issuer Data Report Service Enrollment

Kimberley R. Anderson

On November 17, 2016, Glass Lewis opened enrollment for its 2017 Issuer Data Report (IDR) program.  This program will cover companies in the United States, Canada, United Kingdom, Switzerland, Norway and all EU countries on a first-come, first-served basis.  Space is limited, so the enrollment will close on the earlier of January 6, 2017, or as soon as the annual limit for each of the...

SEC Proposes Universal Ballots in Contested Elections

Kimberley R. Anderson

On October 26, 2016, in a split vote, the SEC proposed the mandated use of universal ballots in contested director elections at annual meetings. The proposed rules were controversial even before they were proposed – the House of Representatives approved a spending bill this summer that included a provision prohibiting the SEC from proposing or implementing the use of the universal ballots in contested elections....

Nasdaq Doesn’t Require Shareholder Approval of Equity Compensation Plan Amendments to Increase Tax Withholding

Kimberley R. Anderson

Material amendments to equity compensation plans require shareholder approval under Nasdaq rules. Last week, Nasdaq posted a new FAQ #1269 regarding amendments to equity compensation plans to increase the tax withholding rate.  FAQ #1269 is set forth below. “Generally, an amendment to increase the withholding rate to satisfy tax obligations would not be considered a material amendment to an equity compensation plan. Allowing the holder...

Comment Period Extended by a Month for Proposed Mining Property Disclosure Rules

Kimberley R. Anderson

On June 16, 2016, the SEC proposed new rules to update disclosure requirements for mining properties.  The intent of the extensive and complex proposed rules is to align them more closely with current industry and global standards, specifically disclosure standards based on the Committee for Mineral Reserves International Reporting Standards.  The SEC’s current disclosure requirements for mining properties, Industry Guide 7 (Mining Operations), are woefully...

Can you design better compensation disclosure? The SEC wants your thoughts on S-K Item 402 – and the rest of Subpart 400

Kimberley R. Anderson

As part of its Disclosure Effectiveness Initiative, the SEC has previously requested comments on parts of Regulation S-K and Regulation S-X.  On August 25th, the SEC requested comment on Subpart 400 of Regulation S-K.  Subpart 400 covers a lot of territory, including disclosure requirements on management, compensation and corporate governance.   The Fixing America’s Surface Transportation Act (FAST Act) required the SEC to review Regulation S-K...