Searching Content indexed under Corporate Governance by Michael Hermsen ordered by Published Date Descending.
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Legal Update: SEC Issues Guidance On The Application Of The Proxy Rules To Voting Advice
With the increased concentration of share ownership by institutional investors over the past several decades, the influence of proxy advisory firms on shareholder votes has grown dramatically
United States
29 Aug 2019
Disclosure Of Board Self-Identified Diversity Characteristics
On February 6, 2019, the staff of the US Securities and Exchange Commission (SEC) issued two identical Regulation S-K compliance and disclosure interpretations (C&DIs),
United States
15 Feb 2019
10 Tips For 10-Ks And Proxy Statements
With preparations shifting into high gear for calendar-year companies that file annual reports on Form 10-K and proxy statements with the US SEC, here are tips to consider when drafting these documents.
United States
9 Jan 2019
SEC Adopts Dodd-Frank Hedging Disclosure Rule
On December 18, 2018, the US Securities and Exchange Commission (SEC) adopted a final rule requiring companies to disclose their hedging policies and practices for employees,
United States
4 Jan 2019
Sec Staff Legal Bulletin No. 14J Provides Additional Shareholder Proposal Guidance
On October 23, 2018, the staff (Staff) of the Division of Corporation Finance of the US Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14J (SLB 14J)
United States
5 Nov 2018
2019 Proxy And Annual Reporting Season: Let The Preparations Begin
It is already that time of year when public companies should be thinking about the 2019 proxy and annual reporting season
United States
19 Sep 2018
Preparing For The Annual Shareholders Meeting: Five Practical Matters US Public Companies Should Consider Now
By now, public companies should be actively engaged in preparing for their upcoming annual meeting of shareholders.
United States
1 Feb 2016
Preparing For The 2016 US Proxy And Annual Reporting Season
It is time for public companies to think about the upcoming 2016 proxy and annual reporting season.
United States
23 Sep 2015
Three More Things US Audit Committee Members Should Consider in 2015
This Legal Update focuses on three issues that should be considered by Audit Committees of public companies in 2015: (i) Internal Investigation Privilege and Confidentiality, (ii) Expanding PCAOB-Mandated Rules for Audit Committees, and (iii) Continued ISS Corporate Governance Scrutiny of Audit Committee Members.
United States
27 Apr 2015
Three Things US Audit Committee Members Should Consider In 2015
Audit Committees are facing increased demands from many quarters heading into 2015.
United States
26 Jan 2015
Disclosures by U.S. Public Companies Regarding Provisions and Allowances for Loan Losses
In August 2009, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) sent a letter to certain public companies describing a number of disclosure issues to be considered in preparing Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”).
United States
2 Sep 2009
U.S. Department of Treasury Proposes Significant Changes to Compensation Practices for All U.S. Public Companies
On July 16, 2009, the U.S. Department of Treasury delivered to the U.S. Congress draft legislation that, if adopted, could cause all public companies to make significant changes to certain of their compensation practices.
United States
24 Jul 2009
Preparing For 2009 Proxy And Annual Report Season
As 2008 comes to a close, public companies with calendar year-ends should be planning their proxy statements and annual reports on Form 10-K. Set forth below are some issues to keep in mind when preparing these annual disclosures.
United States
24 Dec 2008
NYSE And NASDAQ Amend Director Independence Bright Line Tests
The New York Stock Exchange and the NASDAQ Stock Market have modified several of their bright line tests for determining director independence pursuant to their respective corporate governance listing standards.
United States
18 Aug 2008
SEC’s Division Of Corporation Finance Issues Consolidated and Updated Interpretations On Form 8-K
The Securities and Exchange Commission’s Division of Corporation Finance has posted a consolidated set of interpretations on the filing requirements for Current Reports on Form 8-K, as last updated April 10, 2008.
United States
29 Apr 2008
SEC Revises Form S-11 to Permit Historical Incorporation by Reference
On April 10, 2008, the Securities and Exchange Commission issued Release No. 33-8909, in which it announced that it had amended Form S-11 to permit the incorporation by reference of reports and other documents that issuers previously filed under the Securities Exchange Act of 1934. Form S-11 is used to register offerings of securities under the Securities Act of 1933 by real estate investment trusts and other issuers whose business is primarily that of acquiring and holding for investment real e
United States
24 Apr 2008
SEC Allows Foreign Private Issuers To File Financial Statements Without U.S. GAAP Reconciliation
The U.S. Securities and Exchange Commission (the "SEC";) has adopted rules that allow foreign private issuers to include in their SEC filings financial statements that are prepared in accordance with International Financial Reporting Standards (IFRS)
United States
14 Apr 2008
SEC Adopts Staff Position On Shareholder Access; Encourages Electronic Shareholder Forums
In July 2007, the Securities and Exchange Commission issued two competing proposals for comment regarding shareholder access to issuer proxy statements with respect to the election of directors. One was a proposal to permit issuers to exclude from their proxy statements shareholder proposals that relate to a nomination or an election of directors.
United States
7 Dec 2007
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