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Searching Content indexed under Corporate/Commercial Law by Ropes & Gray LLP's Securities & Public Companies Practice ordered by Published Date Descending.
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1
SEC Adopts Final Hedging Disclosure Rule
In this Alert, we describe the scope and application of the final rule and offer some practical guidance for public companies.
United States
3 Jan 2019
2
ISS And Glass Lewis Update Their Proxy Voting Guidelines For The 2019 Proxy Season
Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their proxy voting guidelines
United States
4 Dec 2018
3
SEC Staff Issues New Guidance On Shareholder Proposals
SLB 14J also provides additional guidance on proposals that implicate senior executive and/or director compensation.
United States
29 Oct 2018
4
Implementing Internal Controls in Cyberspace – Old Wine, New Skins
The nine defrauded companies lost a total of nearly $100 million as a result of the email scams.
United States
25 Oct 2018
5
SEC Adopts Amendments To Update and Simplify Disclosure Requirements
On August 17, 2018, the SEC adopted amendments to eliminate, integrate, update or modify certain of its disclosure requirements.
United States
29 Aug 2018
6
SEC Adopts Inline XBRL Requirements For Operating Companies And Open-End Funds
On June 28, 2018, the SEC voted 4-to-1 to adopt a final rule to require operating company financial information and fund risk/return summary information in Inline XBRL format.
United States
20 Aug 2018
7
SEC Amends Smaller Reporting Company Definition
On June 28, 2018, the SEC voted unanimously to adopt amendments to the "smaller reporting company" definition to expand the number of smaller companies eligible to comply with certain scaled disclosure accommodations.
United States
6 Jul 2018
8
SEC Issues New Cybersecurity Disclosure Guidance
On February 21, 2018, in response to the increasing significance of cybersecurity incidents, the Securities and Exchange Commission ("SEC") announced much-anticipated interpretive guidance on cybersecurity disclosure.
United States
6 Mar 2018
9
SEC Staff Issues First No-Action Letter Under "Economic Relevance" Exclusion Following Updated Guidance
On February 22, 2018, the staff of the SEC's Division of Corporation Finance issued a favorable no-action response to Dunkin' Brands Group, Inc. under Rule 14a-8(i)(5) (the economic relevance exception) ...
United States
26 Feb 2018
10
ISS And Glass Lewis Update Their Proxy Voting Guidelines For The 2018 Proxy Season
Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their respective proxy voting guidelines.
United States
29 Nov 2017
11
SEC Issues New Guidance On Several Exclusions Under Rule 14a-8
On November 1, 2017, the SEC's Division of Corporation Finance (the Division) issued Staff Legal Bulletin No. 14I (the SLB) on shareholder proposals.
United States
6 Nov 2017
12
SEC Issues Guidance On Non-GAAP Financial Measures In Business Combination Projections
Target corporations in M&A transactions frequently disclose management projections upon which a target corporation's board and financial advisor have relied.
United States
20 Oct 2017
13
SEC Proposes Amendments To Modernize And Simplify Regulation S-K
On October 11, 2017, at the first open meeting under Chairman Jay Clayton's tenure, the SEC proposed amendments to modernize and simplify certain disclosure requirements in Regulation S-K.
United States
17 Oct 2017
14
ISS And Glass Lewis Update Their Proxy Voting Guidelines For The 2017 Proxy Season
Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their respective proxy voting guidelines.
United States
30 Nov 2016
15
SEC Issues Interpretive Guidance For Up-C Structures Permitting Holding Period Tacking Under Rule 144 For Unit-For-Share Exchanges
On November 1, 2016, the staff of the Securities and Exchange Commission issued interpretive guidance concluding that in Up-C structures the holding period of LLC units or other partnership interests in the subsidiary . . .
United States
17 Nov 2016
16
Recent Proxy Access Developments - November 14, 2016
To date, nearly 300 companies have adopted proxy access bylaws, including over 40% of S&P 500 companies.
United States
15 Nov 2016
17
SEC Proposes Rules On Universal Proxies
The SEC is unlikely to adopt any final rules on universal proxy cards before the 2017 proxy season.
United States
2 Nov 2016
18
SEC Issues Guidance On Pay Ratio Disclosure Rule
On October 18, 2016, the Division of Corporation Finance of the Securities and Exchange Commission issued five new compliance and disclosure interpretations (C&DIs) regarding the pay ratio disclosure rule, which will require a public company to disclose the ratio of the CEO's compensation to the median compensation of its employees.
United States
22 Oct 2016
19
SEC Approves Nasdaq's Disclosure Rule On "Golden Leashes"
Disclosure made available via a website must be continuously accessible.
United States
11 Jul 2016
20
Amendments To Delaware General Corporation Law Will Affect Appraisal Actions And "Intermediate-Form" Mergers
On June 16, 2016, Delaware Governor Jack Markell signed into law House Bill 371, which amends the Delaware General Corporation Law with respect to, among other things, appraisal proceedings and "intermediate-form" mergers.
United States
21 Jun 2016
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