Governance & Compliance Insider

Securities Law Matters to Consider for 2017

Securities Law Matters to Consider for 2017

2016 was a busy year for securities law developments, with the SEC adopting and proposing new rules and issuing significant interpretations that will affect SEC reporting companies in the coming years. We have highlighted a few of these recent developments in this post as companies prepare for the upcoming reporting cycle. With the new incoming U.S. administration it is important to note that some of...

ISS Releases New and Updated FAQs on U.S. Equity Compensation Plans

ISS Releases New and Updated FAQs on U.S. Equity Compensation Plans

Last Friday, ISS released new and updated FAQS on U.S. Equity Compensation Plans, as summarized below. These FAQs provide new and updated guidance on ISS’s evaluation of equity compensation plan proposals, including treatment of performance-based awards in burn rate calculations, bundling of plan amendment proposals, updates to ISS’s Equity Plan Scorecard (EPSC) policies, and the EPSC as it applies to newly public companies. Since 2015,...

SEC Endorses Use of Conditional Offers to Buy Shares in IPOs

SEC Endorses Use of Conditional Offers to Buy Shares in IPOs

The SEC recently issued a no-action letter to Morgan Stanley that will streamline the process for its wealth management clients to participate in IPOs. The SEC said it would not object to Morgan Stanley’s proposed use of conditional offers to buy shares (“COBs”) prior to the effectiveness of IPO registration statements under specific conditions. The no-action request and the SEC’s letter confirm that COBs, if...

Guidance Provided by SEC on Abbreviated Debt Tender Offers

Guidance Provided by SEC on Abbreviated Debt Tender Offers

On November 18, 2016, the SEC’s Division of Corporation Finance issued a set of compliance and disclosure interpretations (“C&DIs”) pertaining to abbreviated debt tender offers, which were the subject of an SEC no-action letter in early 2015. The new C&DIs offer important clarifications regarding abbreviated debt tender offers and the previous no-action letter guidance. Read more in our full summary here: https://www.dorsey.com/newsresources/publications/client-alerts/2016/11/guidance-provided-by-sec

Recent Developments in Proxy Access

Recent Developments in Proxy Access

As the 2017 proxy season begins to unfold, proxy access continues to be a focus of shareholder proposals. Last year, companies that had already adopted mainstream proxy access bylaws, or that were planning to put mainstream proxy access bylaws up for a shareholder vote, were largely successful in being able to exclude shareholder proposals to adopt proxy access bylaws on the grounds that such proposals...

Do Your Confidentiality Clauses Expressly Allow Whistleblowing?

Do Your Confidentiality Clauses Expressly Allow Whistleblowing?

Over the last few months, the SEC has obtained a string of cease and desist orders against SEC reporting companies, both domestic and foreign, to enforce an often overlooked rule adopted under Dodd-Frank.  Rule 21F-17 provides that “[n]o person may take any action to impede an individual from communicating directly with the [SEC] staff about a possible securities law violation, including enforcing, or threatening to...

ISS Releases Executive Summary of 2017 Proxy Voting Policies

ISS Releases Executive Summary of 2017 Proxy Voting Policies

ISS has published an executive summary of 2017 updates to its benchmark proxy voting policies for the Americas, EMEA, and Asia-Pacific regions.  The updated policies will generally be applied to shareholder meetings on or after February 1, 2017. U.S. policy changes are summarized below, and companies should keep them in mind as they consider policies on director compensation, dividend and vesting policies for stock awards,...

Whistling through the Graveyard: The Future of the SEC’s Whistleblower Program

Whistling through the Graveyard: The Future of the SEC’s Whistleblower Program

The SEC announced on November 14 that it had made an award of more than $20 million to another whistleblower.  This was the third highest award since the agency began paying them out in 2012, and it brings the total of such awards under the SEC’s program to more than $130 million.  Although the current whistleblower program has been criticized by conservative groups such as...

Glass Lewis Releases Its 2017 Policy Guidelines

Glass Lewis Releases Its 2017 Policy Guidelines

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...