Category: Securities

Broadridge releases stats for 2014 proxy season

by Cydney Posner As reported in thecorporatecounsel.net blog, Broadridge has released its statistics for this past proxy season (proxy statements for shareholder meetings mailed between March 1, 2014  and  June 14, 2014). As reported by Broadridge, some of the trends include the following:

The perils of failing to take internal controls seriously

by Cydney Posner Here’s a warning shot across the bow from the SEC to take internal controls –- and representations regarding the same — very seriously. You’ll recall that SOX 404 and related rules instituted a new regime regarding reporting and evaluation of internal control over financial reporting (ICFR), including […]

Shareholders reject fewer golden parachutes this year

by Cydney Posner As reported in this article in the WSJ, compensation consultant Towers Watson is reporting that shareholders seem to be more willing this year than last to approve golden parachutes in the context of acquisition transactions. As you know, Dodd-Frank and related rules require that, in connection with solicitation […]

NASDAQ proposes to eliminate automatic upgrade to Global Select Market

by Cydney Posner NASDAQ has proposed to modify its rules to eliminate the automatic transfer of companies from the NASDAQ Global Market to the NASDAQ Global Select Market. You may recall that NASDAQ has three listing tiers: the NASDAQ Global Select Market, the NASDAQ Global Market, and the NASDAQ Capital […]

House proposal for regulatory reform: could it be used to stymie securities regulation?

by Cydney Posner Could a proposal intended to address “regulations that disproportionately burden low-income households,” have an impact on securities rules and regulations promulgated by the SEC? On July 24, the House Budget Committee (Chair Paul Ryan) released a Discussion Draft for legislation called “Expanding Opportunity in America.” While most […]

En banc opinion of D.C. Circuit upholds American Meat Institute case — what does it mean for the conflict minerals case?

by Cydney Posner Today, the D.C. Circuit issued its en banc opinion in  American Meat Institute v. U.S. Dept. of Agriculture, upholding the mandatory disclosure regulation at issue in that case.   You may recall that this case concerned the USDA’s country-of-origin labeling rule, which AMI argued compelled disclosure in violation […]

FASB issues an update for accounting for certain performance-based awards

by Cydney Posner FASB has released an accounting standard update related to the accounting for certain performance-based equity awards under FASB ASC Topic 718, Compensation—Stock Compensation. The title of ASU 2014-12 tells the story: Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be […]