Governance & Compliance Insider

SEC Approves NASDAQ Rule Requiring Disclosure of “Golden Leash” Arrangements

Board Governance and Compensation / SEC Rulemaking / Shareholder Activism / Stock Exchanges

5 Jul, 2016

SEC Approves NASDAQ Rule Requiring Disclosure of “Golden Leash” Arrangements

Do your directors have a “golden leash”? If so, NASDAQ-listed companies will be required to publicly disclose those arrangements as a result of newly adopted rules. “Golden leash” arrangements are compensation arrangements between activist shareholders and their director nominee in connection with his or her service on, or candidacy for, a company’s board of directors, usually in connection with a proxy fight. In a typical...

SEC Releases Proposed Rules on Incentive-Based Compensation for Investment Advisers and Registered Broker Dealers

Executive Compensation and Disclosure

23 May, 2016

SEC Releases Proposed Rules on Incentive-Based Compensation for Investment Advisers and Registered Broker Dealers

The SEC has issued its proposed rules on incentive-based compensation for investment advisers and registered broker dealers:https://www.sec.gov/news/pressrelease/2016-89.html. Comments are due by July 22, 2016.  The rules are part of a joint interagency rulemaking required by Dodd-Frank Act Section 956, which directs the agencies to prohibit incentive-based compensation arrangements that encourage inappropriate risk-taking: (1) by providing an executive officer, employee, director, or principal shareholder of the...

SEC Issues Guidance to Tighten Use of Non-GAAP Financial Measures

Exchange Act Reporting and Disclosure Effectiveness / Investor Relations and Communications / SEC Rulemaking

18 May, 2016

SEC Issues Guidance to Tighten Use of Non-GAAP Financial Measures

Many companies rely on non-GAAP financial measures to help explain company performance. The SEC is paying attention to the use of non-GAAP numbers and has provided more guidance to issuers. See our summary here: https://www.dorsey.com/newsresources/publications/client-alerts/2016/05/tighten-use-of-non-gaap-financial-measures

Board Refreshment: Investors Respond to Trends in Mandatory Retirement Age and Tenure with More Stringent Voting Policies

Board Governance and Compensation

11 Apr, 2016

Board Refreshment: Investors Respond to Trends in Mandatory Retirement Age and Tenure with More Stringent Voting Policies

Investors are making board refreshment a priority issue – they and companies are thinking creatively about term limits and other tools for board refreshment, as reported in this memo, which also provides a summary of current investor policies on director tenure: https://www.dorsey.com/newsresources/publications/client-alerts/2016/04/investors-mandatory-retirement-age-and-tenure

Companies Accelerate Adoption of Proxy Access as SEC Continues to Grant No-Action Relief

Proxy Statements and Annual Meetings

15 Mar, 2016

Companies Accelerate Adoption of Proxy Access as SEC Continues to Grant No-Action Relief

Proxy access adoption has accelerated through the current proxy season.  According to the Office of the New York City Comptroller,as of April 2016, more than 210 companies had adopted proxy access bylaws, many in response to shareholder demands. Read Dorsey’s eUpdate for further information: https://www.dorsey.com/newsresources/publications/client-alerts/2016/03/accelerate-proxy-access-sec-grant-no-action-relief

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This blog, published by the attorneys of Dorsey & Whitney LLP’s Corporate Governance & Compliance Practice Group, tracks the latest developments, trends and best practices in compliance, corporate governance, and disclosure.

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Cam C. HoangCam C. Hoang

Cam helps clients with corporate matters including governance and...

Jason BrenkertJason Brenkert

Jason assists clients in raising funds through capital mar...

Kimberley R. AndersonKimberley R. Anderson

Kimberley helps clients achieve key business goals through securi...

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This blog is not legal advice, but contains general information not applicable to specific matters. We are not acting as your legal counsel unless separately retained in a written agreement signed by us.