Kimberley helps clients achieve key business goals through securities offerings and acquisitions and guides public companies through corporate governance and disclosure requirements.
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...
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...
On February 14, 2017, President Trump approved a joint resolution of Congress that disapproves the SEC’s rule requiring specific disclosures by resource extraction issuers, effectively repealing the rule. The rules required resource extraction issuers to disclose payments made to the U.S. federal government or foreign governments, including foreign subnational governments, for the commercial development of oil, natural gas or minerals. Compliance under the rules for...
On Thursday, December 8, Dorsey will present our annual review of developments and disclosure requirements for the upcoming proxy season. Click here for more information and to register for the event, which will be presented via webinar.
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...
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...
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....
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...
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...
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...
Cam C. HoangCam helps clients with corporate matters including governance and...
Jason BrenkertJason assists clients in raising funds through capital mar...
Kimberley R. AndersonKimberley helps clients achieve key business goals through securi...