The Securities and Exchange Commission (“SEC”) recently issued a new compliance and disclosure interpretation (the “New C&DI”) in Question 116.25 regarding the availability of Form S-3 for the registration and sale of shares by companies with public float less than $75 million. Instruction I.B.6(a) to Form S-3 states that if a registrant has a public float of less than $75 million, the registrant may only...
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....
On October 19th, the SEC released five new Compliance and Disclosure Interpretations (“CDIs”) relating to the upcoming “Pay Ratio Disclosure” requirements in Item 402(u) of Regulation S-K. Item 402(u) Pay Ratio Disclosure requirements, mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, require each covered public company to make annual disclosure of the ratio of its principal executive officer’s total annual compensation to...
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 August 31, 2016, as part of the SEC’s continued Disclosure Effectiveness Initiative, the SEC proposed amendments that would require the inclusion of hyperlinks to exhibits to most registration statements and periodic and current reports. The proposed rules would also require these filings to be in HTML format. Read more in our full summary here: https://www.dorsey.com/newsresources/publications/client-alerts/2016/09/hyperlinks-proposed-for-sec-filings
Rule 303A.08 of the NYSE Listed Company Manual requires that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions to such plans, with limited exceptions specified in the Rule. The NYSE issued clarifications to certain FAQs on the Rule on August 18, 2016, which are summarized in the following memo: https://www.dorsey.com/newsresources/publications/client-alerts/2016/08/nyse-clarifies-answers-to-certain-faqs
The Securities and Exchange Commission (the “SEC”) recently announced proposed amendments in order to update and simplify its disclosure requirements. The proposed amendments are intended to simplify compliance efforts and reduce the disclosure burden on companies subject to the SEC’s public reporting requirements, while maintaining the integrity of publicly disclosed information available to market participants. The proposed amendments address a number of SEC disclosure requirements...
Citing the importance of publicly owned companies to the U.S. economy, a group of thirteen leading executives issued a set of principles, on July 21, 2016, outlining their vision for the critical elements of good corporate governance. The report, entitled, Commonsense Principles of Corporate Governance, was signed by a diverse group of executives ranging from Jamie Dimon, JP Morgan Chase; Warren Buffett, Berkshire Hathaway, Inc.;...
Last Tuesday, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions reserved for passive investors. Two days later, in the wake of the DOJ’s announcement, the SEC Staff issued guidance stating that the inability to rely on the HSR passive investor exemption (relating to the acquisition...
With most of the 2016 proxy season in the rear-view mirror, it’s clear that shareholder proposals continue to be a preferred vehicle for certain kinds of shareholder activism, though with limited effectiveness unless the company and the shareholder reach a negotiated outcome. Proxy access proved to be the notable exception. Overall, the total number of shareholder proposals submitted (916) was down from the all-time high...
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...
