Tag: SEC
SEC proposes clawback rules
by Cydney Posner At an open meeting this morning, the SEC voted, three to two, to propose rules implementing Section 954 of Dodd-Frank, the clawback provision. Both Commissioners Gallagher and Piwowar voted against the proposal. As you may recall, Section 954 required the SEC to direct the national securities exchanges […]
SEC Chair White spills the beans on proposal for universal proxies, hints about the exclusion for conflicting shareholder proposals and discusses other proxy-related matters
by Cydney Posner Today, in a speech to the Society of Corporate Secretaries and Governance Professionals, SEC Chair May Jo White discussed four proxy-related issues that have recently created tension between companies and their shareholders: the concept of a universal proxy ballot; shareholder proposals; the delivery of preliminary proxy […]
Corp Fin posts Reg A/A+ CDIs
by Cydney Posner For the throngs embarking on offerings under new Reg A/A+, Corp Fin has posted a series of CDIs providing guidance under Rules 251 to 263. Corp Fin has also withdrawn a couple of CDIs that were previously applicable to Form 1-A.
CII petitions SEC for staff guidance on the proxy rules and an amendment to Item 5.07 of Form 8-K regarding voting results
by Cydney Posner Earlier this month, the Council of Institutional Investors filed a petition with the SEC requesting interpretive guidance regarding the proxy rules and rulemaking in connection with Form 8-K. More specifically, CII requested the following: Staff guidance regarding proxy statement disclosure of voting requirements for items on the ballot […]
More than half of poll respondents plan to disclose “more than the minimum” under pay-versus-performance rules
by Cydney Posner A poll conducted by compensation consultant Towers Watson in the course of its webcast on the SEC’s proposed pay-versus-performance disclosure rules revealed that, if the rules are adopted, more than half of the respondents expect to disclose “more than the minimum” required under the SEC proposal and […]
SEC to consider requiring disclosure of audit firm tenure and name of engagement partner
by Cydney Posner The SEC is expected to issue its concept release on improving audit committee reports “soon” (whatever that means) according to Compliance Week, and among the topics the SEC will examine is whether those “reports should include the audit firm’s tenure and the name of engagement partners.” If this […]
House aims to stop SEC from requiring political spending disclosure — companies increasingly “volunteer” spending information
by Cydney Posner It may seem early to you to be thinking about Christmas, but not to Congress. In fact, it’s just that time of year again when Congress uses annual appropriations bills as a Christmas tree for all of its favorite ornaments. In this year’s financial services spending bill, […]
A hug before they both exit: Commissioners Aguilar and Gallagher present joint recommendations for new transfer agent rules
by Cydney Posner Here’s a novel pairing: SEC Commissioners Aguilar and Gallagher, both of whom are scheduled to leave their posts at the SEC, today issued a joint statement about the need to modernize the SEC’s transfer agent rules, which govern the approximately 450 U.S. transfer agents. This may be one […]
Are non-GAAP financial measures coming under renewed scrutiny?
by Cydney Posner Potential misuse of non-GAAP financial measures may be causing some consternation once again…in the press at least. In the wake of the Enron scandal and the dot-com bust in 2003, the SEC adopted Reg G and related amendments to Reg S-K to prevent public disclosure of misleading […]
You must be logged in to post a comment.