Second Circuit defers to SEC interpretation of “whistleblower” for purposes of retaliation suit under Dodd-Frank
by Cydney Posner In Berman v. Neo@Ogilvy LLC, a three-judge panel of the Second Circuit reversed and remanded a decision of the SDNY, which had dismissed a claim for retaliation by a former employee on the basis that Dodd-Frank’s whistleblower protections apply only to employees discharged for reporting violations to […]
SEC receives a response to its invitation for comment on NYSE proposal
by Cydney Posner As discussed in this PubCo post, in early August, the SEC issued an Order instituting proceedings to determine whether to disapprove a proposal from the NYSE to amend Sections 312.03(b) and 312.04 (shareholder approval) of the NYSE Listed Company Manual. The proposal would exempt from the NYSE’s shareholder approval […]
NYSE proposes amendment related to material news and trading halts
by Cydney Posner The NYSE has filed with the SEC a proposal to amend Section 202.06 of the NYSE Listed Company Manual related to material news and trading halts. The proposal would make the following changes: expand the pre-market hours during which listed companies are required to notify the NYSE […]
Senate Dems ask SEC Chair to act on petition for political spending disclosure
by Cydney Posner With election season upon us — after all, the election is only, well, a year and two months away – it’s time to renew the controversy over political spending disclosure. As you may recall, in 2011, a rulemaking petition was filed with the SEC by a committee of […]
District Court compels SEC to provide “expedited schedule” for issuing Dodd-Frank resource extraction rule — will other rule proponents follow suit?
by Cydney Posner A U.S. District Court has handed a victory to Oxfam America in its efforts to compel the SEC to complete rulemaking on the Dodd-Frank mandate regarding resource extraction disclosures (Section 1504). Unless appealed, the decision almost puts the SEC in the vicinity of where it was in […]
Is a three-year performance period for restricted stock too short?
by Cydney Posner Some consultants say yes. In this article, posted on CFO.com, two consultants argue that the use of the three-year time horizon frequently associated with performance-based restricted stock grants may not really be long enough, especially where the performance measure is relative total shareholder return (TSR). In fact, […]
Study of enhanced audit and audit committee reports in UK shows positive audit impact
by Cydney Posner This study reported in Compliance Week may put some wind in the sails of those seeking to enhance the nature of the disclosures in standard audit reports and audit committee reports in the US. The study showed that, in the UK, which has already mandated expanded audit reports […]
SEC reduces fee rates for fiscal 2016
by Cydney Posner The SEC has announced that the fee for registration of securities and certain other transactions in fiscal 2016 will be $100.70 per million dollars. Under Dodd-Frank, the annual rate changes must take effect on the first day of each fiscal year. Therefore, effective October 1, 2015, the […]
How often does this happen?
by Cydney Posner As noted in yesterday’s thecorporatecounsel.net blog, the SEC has issued an Order instituting proceedings under Section 19(b)(2)(B) of the Exchange Act to determine whether to disapprove a proposal to amend Sections 312.03(b) and 312.04 (shareholder approval) of the NYSE Listed Company Manual. The proposal would exempt from […]
Institutional shareholders weigh in on pay-ratio disclosure
by Cydney Posner In this article from Bloomberg, institutional investors and proxy advisory firms expressed their views on the value of the SEC’s new pay-ratio disclosure (which, for most companies, will not be reported until the 2018 proxy statement). (See this PubCo post and this Cooley Alert, SEC Adopts Final Pay-Ratio […]
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