Tag: SEC
A few nuggets for smaller companies buried in the Drive Act
by Cydney Posner The House has passed a new transportation bill, HR 22, the “Drive Act” – not normally something to write about in the PubCo blog. (Originally, this bill appears to have been the “Hire More Heroes Act,” but was somehow transformed into the Drive Act – go figure.) […]
Corp Fin Director highlights recent issues in public offerings
by Cydney Posner At PLI’s Securities Regulation Institute this morning, Corp Fin Director Keith Higgins highlighted* some recent issues the staff has identified in the context of public offerings.
Corp Fin issues new CDIs on “unbundling” proposals in the M&A context
by Cydney Posner The SEC has posted new CDIs addressing the issue of “unbundling” of proxy proposals under Rule 14a-4(a)(3), which requires that the form of proxy “identify clearly and impartially each separate matter intended to be acted upon.” The focus of the new CDIs is unbundling of proposals in […]
Corp Fin issues new SLB providing guidance on Rule 14a-8 exclusions for “conflicting proposals” and “ordinary business”
by Cydney Posner Corp Fin today posted Staff Legal Bulletin 14H providing guidance on two key issues regarding shareholder proposals under Rule 14a-8: the scope and application of Rule 14a-8(i)(9) (the exclusion for conflicting proposals); and the scope and application of Rule 14a-8(i)(7) (the exclusion for ordinary business) in light of Trinity […]
U.S. Chamber of Commerce won’t challenge pay-ratio rules — at least for now — and will focus instead on conflict minerals challenge
by Cydney Posner The WSJ is reporting that, contrary to all expectations (including my own), “the U.S. Chamber of Commerce isn’t planning to mount a legal challenge to the Securities and Exchange Commission’s pay ratio rule.”
President nominates two to fill Commission vacancies
by Cydney Posner Today, President Obama nominated two candidates to fill the two open positions for SEC Commissioner. The nominations require Senate confirmation. Those open meetings should be even more fun now!
SEC’s new “investor advocate” takes a stand on NYSE proposed rule change
by Cydney Posner Today, the new Investor Advocate, Rick Fleming, issued a statement regarding his “First Official Recommendation” to the SEC. What was that recommendation? He recommended that the SEC disapprove the NYSE’s proposed rule change that would exempt certain early stage companies from having to obtain shareholder approval before selling additional […]
SEC to issue final Dodd-Frank resource extraction disclosure rule by June 2016 (maybe)
by Cydney Posner As noted in this Law 360 article and in this thecorporatecounsel.net blog , on Friday, the SEC filed a Notice of Proposed Rulemaking in the U.S. District Court for the District of Massachusetts in connection with Oxfam America v. SEC, the case on the resource extraction disclosure rule. The Notice is in […]
Are whistleblowers just out for the big bucks?
by Cydney Posner Given that, last year, the SEC awarded $30 million to one whistleblower alone, it looks like a pretty good gig. The previous year, the SEC awarded a whistleblower $14 million. That’s not too bad either. But according to a recent white paper from The Network, a provider of ethics […]
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