Searching Content indexed under Directors and Officers by Day Pitney LLP ordered by Published Date Descending.
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FERC Final Rule Narrows And Clarifies Filing Requirements For Applicants And Holders Of Interlocking Positions
The Federal Energy Regulatory Commission final rule amending its regulations related to the FERC filing and notice requirements for officers and directors to hold interlocking positions has been published in the Federal Register
United States
14 Mar 2019
Handling Change: 5 Steps To Manage Transitions In Leadership
One issue every organization will face at some point is the loss of an executive director.
United States
8 Feb 2016
NJ Legislature Passes Three New Laws Amending The NJBCA
The New Jersey legislature recently passed three new pieces of legislation amending the New Jersey Business Corporation Act (the "NJBCA").
United States
20 Feb 2013
Responsibilities Of Trustees And Directors
Many individuals asked to join a board of trustees or board of directors of a nonprofit organization are prominent members of the community.
United States
6 Nov 2012
SEC Issues Dodd-Frank Compensation Committee Rules
The Securities and Exchange Commission (SEC) issued final Rule 10C-1 on Wednesday, directing securities exchanges to adopt rules requiring compliance with...
United States
27 Jun 2012
Traps For The Unwary - Negotiating The Nasdaq Shareholder Approval Rules For Securities Offerings
You're planning a capital raise for a Nasdaq-listed issuer. In preparing for the offering, you review Nasdaq Rule 5635(d), which sets forth the circumstances under which shareholder approval is required.
United States
18 Apr 2012
Congress Passes JOBS Bill For Emerging Growth Companies
Congress passed the Jumpstart Our Business Startups Act (the "JOBS Act") today with the stated intention of making it easier for emerging growth companies to raise capital and, as a result, to increase employment. President Obama is expected to sign the bill promptly.
United States
18 Apr 2012
Connecticut Updates Its Business Corporation Act
Connecticut has adopted legislation to update the Connecticut Business Corporation Act, which governs stock corporations formed under Connecticut law (the "amendments"). Public Act 11-147 was signed by Governor Malloy on July 8, 2011, and will become effective on October 1, 2011.
United States
15 Jul 2011
A Roadmap For Revising An Equity Compensation Plan
Now that proxy season is over, it is advisable to consider whether your current equity compensation plan will need to be amended or replaced and submitted for shareholder approval at next year's annual meeting.
United States
8 Jun 2011
Securities Fraud Litigation: The Avoidance of Rubber-Stamping and Proper Disclosure
A motion to dismiss an SEC enforcement action was denied recently by the District Court of Nebraska in "SEC v. Das". The SEC's eight-count complaint alleges fraud and other misconduct by two former chief financial officers ("CFOs") of InfoUSA Inc. (now InfoGroup Inc.; the "Company") over a four-year period.
United States
16 Dec 2010
Guidance for 2011 Proxy Season
Following the enhanced disclosures required in the 2010 proxy season by the Securities and Exchange Commission ("SEC"), additional disclosures for the 2011 proxy season relating to corporate governance and executive compensation have been mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act").
United States
2 Dec 2010
SEC Proposes "Say on Pay" and "Say When on Pay" Rules
The SEC has released proposed rules on the advisory shareholder votes now required to approve: Executive compensation (the "say-on-pay" vote); The frequency of such say-on-pay vote (the "say-when-on-pay" vote); and Change-in-control compensation (the "golden parachute" vote) and the disclosure for such vote.
United States
25 Oct 2010
Summary of Dodd-Frank Provisions
Proxy Access/Director Nomination: "Overview". Shareholder-nominated director candidates must be included in the company's proxy materials provided that certain conditions are met by the nominating shareholder or shareholder group.
United States
12 Oct 2010
New Jersey Appellate Court Holds that Shareholders May Gain Access to MInutes of the Board of Directors and Executive Committees Upon Proof of a 'Proper Purpose'
On August 17, 2010, the New Jersey Appellate Division ruled in a case of first impression that under the New Jersey Business Corporation Act, N.J.S.A. 14A:5-28(4), shareholders are entitled to inspect not only minutes of shareholders meetings but also the minutes of meetings of the board of directors and of executive committees, provided the shareholders present sufficient credible evidence of a "proper purpose" for accessing the records. Cain v. Merck & Co., Dkt. No. A-2138-08T2, 2010 N.J. Supe
United States
23 Aug 2010
New Executive Compensation Disclosures Under Dodd-Frank
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act") was signed into law by President Obama on July 21.
United States
3 Aug 2010
Disclosure of Employee and Director Hedging
On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act into law. The bill contains a number of provisions related to accountability and executive compensation which will require additional disclosures by public companies.
United States
29 Jul 2010
Corporate Executive Essentials - Update on "Say on Pay"
On July 15, 2010, the U.S. Senate approved the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Dodd-Frank Act represents one of the most significant financial reforms proposed in recent decades and presents numerous corporate governance and securities law issues that will require the attention of corporate executives.
United States
19 Jul 2010
Financial Regulatory Reform: Corporate Governance and Executive Compensation
On June 30, 2010, the U.S. House of Representatives adopted the Dodd-Frank Wall Street Reform and Consumer Protection Act. The finalized bill is expected to be approved by the U.S. Senate after its Fourth of July recess and delivered to President Obama for signature by mid-July.
United States
13 Jul 2010
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