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Securities
All companies need capital to thrive. Our Securities Group has the expertise and experience to help companies large and small obtain the operating and growth funds needed to achieve their business goals.
MAIN CONTACTS
Email: rbrauer@fredlaw.com
Office: 612.492.7252
Email: cmelsha@fredlaw.com
Office: 612.492.7369
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What We Do
We Understand Your Needs.
Companies who are ready to transition to the next level understand three important points:
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The right capital will help you reach your goals
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The right experience will save you time and money
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The right expertise will limit issues and improve your market position
Our Experience Works For You.
Whether you are a start-up seeking growth capital or a large publicly-traded company needing funding for an acquisition strategy, we work to leverage our experience for our clients. We focus on executing transactions quickly and efficiently so our clients obtain the capital they need to bring their business to the next level in the most cost-effective manner possible. Our client representation includes:
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Public and closely-held companies
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Growth companies
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Private companies
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Broker-dealers and underwriters
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Shareholders
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Boards of directors and special committees
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Strategic and venture capital investors
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Private investment companies and advisors
Experience
We routinely advise issuers, investors and underwriters/placement agents in connection with a wide range of corporate and commercial financing transactions, including:
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Public and private offerings of securities
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Representation of companies in acquisitions, dispositions and mergers
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SEC periodic reporting
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Shareholder communication and proxy solicitation
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Beneficial ownership reporting
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Compliance with NYSE, Nasdaq and AMEX listing requirements
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Negotiation of underwriting and other financing agreements
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Representation of individual corporate shareholders
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Resolution, arbitration and litigation of disputes
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FTC pre-acquisition notification requirements
News & Articles
SEC Adopts Simplified Disclosure Requirements
August 28, 2018
On August 17, the SEC adopted amendments to Regulation S-K intended to simplify and update disclosure requirements, including disclosure requirements that had become duplicative or outdated.
Read MoreExpansion of National Security Review of Foreign Investments
August 28, 2018
On August 13, President Trump signed into law the Foreign Investment Risk Review Modernization Act, which expands the role of the Committee on Foreign Investment in the United States in reviewing national security concerns arising from transactions in which foreign individuals or entities invest in or acquire U.S. businesses.
Read MoreSEC Expands Companies’ Ability to Issue Securities Pursuant to Compensatory Arrangements, Solicits Public Comment on Further Modernization
August 28, 2018
On July 18, the SEC announced that it had taken two steps towards allowing companies to more easily pay their employees in stock while still complying with federal securities laws.
Read MoreSEC Amends Definition of ‘Smaller Reporting Company’
August 28, 2018
On June 28, the SEC announced that it had voted to amend the definition of “smaller reporting company” to expand the number of companies that qualify for certain existing scaled disclosure accommodations.
Read MoreSEC Adopts Inline XBRL for Submission of Financial Statement Information, Eliminates Website Posting Requirement
August 28, 2018
On June 28, the SEC announced that it had voted to amend existing requirements for companies to submit financial statement information in machine-readable format using eXtensible Business Reporting Language.
Read MoreHelp for Audit Committees Overseeing Implementation of New Lease Accounting Standard
June 26, 2018
Many public companies are unprepared for the January 1, 2019, deadline for implementation of the new lease accounting standard.
Read MoreCoalition Formed to Coordinate Pushback on ESG Activism
June 26, 2018
The Main Street Investors Coalition was launched in response to the recent shift of institutional investor focus to environmental, social and governance issues.
Read MoreUsing ‘Nudges’ to Promote Ethical Behavior
June 26, 2018
A recent article in The Wall Street Journal examines the emerging trend of corporate ethics and compliance officers using “nudges” to promote ethical behavior among employees.
Read MoreNavigating the Controversy Surrounding Record Stock Buybacks
June 26, 2018
Record-setting stock buybacks following enactment of the Tax Cuts and Jobs Act have riled critics.
Read MoreFocus on the Handling of Internal Reports of Cybersecurity
June 26, 2018
Recent SEC activity around cybersecurity has led to increased focus on internal reports of breaches and vulnerabilities and the attendant internal control deficiencies.
Read MoreDOJ Announces Opposition to “Piling-On” Penalties
June 26, 2018
In a May speech, Deputy U.S. Attorney General Rod Rosenstein announced the DOJ’s policy to avoid the application of duplicative penalties by multiple regulatory bodies.
Read MoreNexus in a Post-Wayfair World
June 22, 2018
By Masha M. Yevzelman & Thomas R. Muck
A merchant of goods and services that makes sales in multiple states is no longer required to have physical presence in a state in order to be subject to sales and use tax in that state.
Read MoreVirtual Shareholder Meetings in 2018: Facts, Figures and Best Practices
May 7, 2018
Virtual shareholder meetings continue to rise in popularity, with 236 companies holding virtual meetings in 2017 and at least 300 expected to do so in 2018.
Read MoreIn Stunning Rebuke, GE Shareholders Show Auditor Ratification is Not Always a Routine Matter
May 7, 2018
On April 25, shareholders of General Electric Company (GE) approved KPMG LLP as the company’s auditor for another year, but only by a margin of 65 percent “for” to 35 percent “against.”
Read MoreYahoo! to Pay $35 Million Fine for Failing to Disclose Massive 2014 Cybersecurity Breach
May 7, 2018
The SEC says it will not second-guess good faith judgments about whether, when and how public companies should disclose cybersecurity breaches, but its April 24 announcement of a $35 million settlement shows that sufficiently egregious disclosure failures will be punished.
Read MoreShareholders Continue to Promote the ‘Universal Proxy’ Idea
May 7, 2018
With the so-called universal proxy rule stalled at the SEC since its proposal in late 2016, some investors have been taking matters into their own hands.
Read MoreAs IPOs Rise, Where Will Shares Trade?
May 7, 2018
As initial public offerings rebound, the issue of thin trading has arisen.
Read MoreBond Market Moves Spark Regulatory Interest
May 7, 2018
Recent developments in the corporate bond market are sparking regulatory attention in the U.S. and abroad.
Read MoreSEC Still Encouraging Companies to Seek Relief from Unduly Burdensome Financial Reporting Requirements
April 13, 2018
Soon after he was sworn in last year, SEC Chairman Jay Clayton gave a speech in which he encouraged companies to use Rule 3-13 to request relief from unduly burdensome financial reporting requirements.
Read MoreCyan Decision: No Relief for Defendants in State Securities Suits
April 13, 2018
The implications of the Cyan decision are grim for public companies and their D&O insurance carriers.
Read MoreU.S. Antitrust Authorities Remain Vigilant in Booming Global M&A Market
April 13, 2018
U.S. and global M&A are booming, but companies cannot assume that all deals will avoid federal challenge.
Read MoreInstitutional Activists Try New Ways to Boost Board Diversity
April 13, 2018
With women and minorities still holding barely more than a third of public company board seats by all accounts, some institutional shareholders are withholding votes from some or all board nominees if the boards fail to meet diversity criteria.
Read MorePay Ratio Disclosures Show Patterns by Company Size and Industry, Enable Employees to Assess Pay
April 13, 2018
Despite expert warnings that individual company disclosures mandated by the newly-effective pay ratio disclosure rule can be “meaningless” or “misleading,” overall data patterns can help benchmarking.
Read MoreSurveys Show Many Public Companies Unprepared for Implementation of New Lease Accounting Standard as Deadline Nears
April 13, 2018
In recent years, accounting and finance professionals have wrestled with the implementation of new GAAP standards in the areas of revenue recognition, leases and credit losses.
Read MoreSEC Issues Statement and Guidance on Public Company Cybersecurity Disclosures
March 15, 2018
On February 21, the SEC issued a statement and interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents.
Read MoreReprimands of Big Banks Highlight Importance of Effective Oversight by Boards, Board Chairs and Lead Directors
March 15, 2018
In addition to imposing strong sanctions on Wells Fargo, the Federal Reserve Board has publicly posted letters of reprimand issued to the bank’s former CEO/board chair (in his capacity as chair), former independent lead director and current board, criticizing their ineffective oversight.
Read MoreSEC Eyes Dual Class Shares for Reform
March 15, 2018
Might the SEC require sunsetting of dual-class shares listed on stock exchanges?
Read MoreCongress, SEC Advance Initiatives for Smaller Public Companies
March 15, 2018
Small public companies may soon find life easier when it comes to filing forms and accessing capital, thanks to pending initiatives in Congress and at the SEC.
Read MoreSCOTUS Watch: Relief for Defendants in State Securities Suits?
March 15, 2018
Is relief on the way for defendants targeted in state court class actions based on alleged violations of the Securities Act of 1933?
Read MoreDigital Realty Trust Decision Increases Incentive to Bypass Internal Reporting
March 15, 2018
In-house compliance programs suffered a blow by the U.S. Supreme Court’s recent decision in Digital Realty Trust, Inc. v. Somers.
Read MoreSpotlight on Gender Diversity in the Boardroom
February 19, 2018
“Press for Progress” is the theme of this year’s International Women’s Day, coming up on March 8. Fittingly, gender diversity in the boardroom has recently received attention from the SEC, the world’s largest asset manager and the business press.
Read MoreWorld’s Largest Asset Manager Expects More than Mere Profits
February 19, 2018
In his most-recent annual letter to CEOs of the companies in BlackRock’s portfolio, BlackRock CEO Larry Fink calls on companies to “serve a social purpose” and to articulate how they make “a positive contribution to society.”
Read MoreDistinguishing Between Urgency and Importance on the Board of Directors
February 19, 2018
As board members weigh their priorities for 2018, they would do well to consider a famous quote attributed to Dwight D. Eisenhower: “What is important is seldom urgent and what is urgent is seldom important.”
Read MoreTax Accounting Challenges Loom Large for Many Filers This Year
February 19, 2018
Form 10-K filers must comply with public company accounting standards, but that is easier said than done these days.
Read MoreSEC Chairman Says Dodd-Frank Rulemaking Will Proceed
February 19, 2018
For public companies wondering when long-pending Dodd-Frank rules will hit, SEC Chairman Jay Clayton has promised action.
Read MoreSEC Enforcement Targets for 2018 Include ‘Exam’ Cheating, Failure to File and ‘Pump and Dump’ Schemes
February 19, 2018
While the Trump Administration is known for its deregulatory approach, including a January 25 decision by the Department of Justice to end “use of civil enforcement authority to enforce agency guidance documents,” SEC enforcement action continues apace.
Read MorePay Ratio to be Key Issue in 2018 Proxy Season
January 19, 2018
The arrival of 2018 means that most public companies will be required to comply with the SEC’s pay ratio disclosure rule in their next annual meeting proxy statement or Form 10-K.
Read MoreSEC to Set New Boundaries on Requests Under the Freedom of Information Act
January 19, 2018
Are activist investors using the Freedom of Information Act (FOIA) to obtain information about your company in order to guide their investment or engagement decisions?
Read MoreNew Tax Law Eliminates Favorable Treatment of Performance-Based Compensation, Presents Opportunity to Simplify Pay Arrangements
January 19, 2018
Advocates of the new tax law, generally referred to as the Tax Cuts and Jobs Act, promised that it would “deliver more jobs, fairer taxes and bigger paychecks.”
Read MoreSEC Publishes Guidance for Disclosure of New Tax Law’s Impact on Income
January 19, 2018
Will the Tax Cuts and Jobs Act have a material impact on your company’s tax position? If so, how will you calculate and disclose it?
Read MoreTaking Stock of the IPO Market
January 19, 2018
IPOs that “once took seven months to go from announcement to trading are now taking less than 50 days,” according to reporting by Bloomberg.
Read MoreAttention Compensation Committees: Discretion-Based Director Compensation Faces Stricter Scrutiny
December 15, 2017
On December 13, the Delaware Supreme Court issued an opinion, In Re Investors Bancorp, Inc. Stockholder Litigation, with significant implications for director compensation under equity incentive plans.
Read MoreNew Year’s Resolution for Public Companies: File 10-Qs and 10-Ks on Time
December 15, 2017
Stock prices drop significantly when companies fail to file Forms 10-Q and 10-K on a timely basis, even when management pledges to meet the extended deadlines afforded by Rule 12b-25, according to a recent study by researchers at New York University and the University of California at Berkeley.
Read MoreHoliday Reading for Accountants and Auditors
December 15, 2017
A statement released by the SEC in connection with a recent accounting conference provides a useful and easily digestible recap of recent developments affecting all professionals involved in public company financial reporting.
Read MorePending Tax Reform May Eliminate Some Popular Pay Mechanics
December 15, 2017
While the current tax reform compromise announced December 13 may boost pay overall, it could also eliminate certain familiar compensation tax breaks for companies and their executives.
Read MoreNew ISS Guidelines Recommend Voting Against Directors Who Approve ‘Excessive’ Director Pay
December 15, 2017
New proxy voting guidelines from Institutional Shareholder Services (ISS), issued November 16, include a new voting guideline on director pay.
Read MoreSexual Harassment Cases Prompt Changes – But EEOC Data Flag Other Types of Discrimination
December 15, 2017
The current wave of high-profile sexual harassment scandals is prompting rapid changes in workplaces far beyond Hollywood, according to a recent report in The Wall Street Journal. But sexual harassment is not the only type of workplace discrimination.
Read MoreNew Vote Count Shows Peltz Narrowly Winning P&G Board Seat
November 20, 2017
After the most expensive proxy fight in history, it appears that Nelson Peltz has narrowly won a seat on the board of consumer goods giant Procter & Gamble (P&G).
Read MoreSEC Signals Change in Approach to Enforcement
November 20, 2017
At a recent securities conference, Steven Peikin, co-director of the SEC’s enforcement division, indicated the SEC would “drop the ‘broken windows’ strategy of pursuing many cases over even the smallest legal violations,” according to a report in The Wall Street Journal.
Read MoreMore on SEC Enforcement Priorities
November 20, 2017
On November 15, the SEC’s enforcement division issued a report highlighting its priorities for the coming year and looking back at its enforcement actions during fiscal year 2017, which ended on September 30.
Read MoreSEC Approves New Auditing Standard Requiring Disclosure of Critical Accounting Matters
November 20, 2017
The SEC recently approved a new auditing standard aimed at enhancing the relevance and usefulness of the auditor’s report to investors.
Read MoreSilicon Valley Extends Culture of Innovation to Governance
November 20, 2017
Companies and investors fed up with our public markets’ excessive focus on short-term earnings and profits at the expense of long-term strategy may be interested in the Long Term Stock Exchange (LTSE), a new governance model emerging from Silicon Valley that was recently featured in The Wall Street Journal.
Read MoreGE to Simplify Financial Reporting, Streamline Structure
November 20, 2017
General Electric Company plans to adopt a “back-to-basics” approach to its financial reporting, said incoming CFO Jamie Miller in the company’s recent third quarter earnings call.
Read MoreFredrikson & Byron Represents Celcuity Inc. in its Initial Public Offering
October 26, 2017
Fredrikson acted as legal counsel to Celcuity Inc. in its initial public offering of 2.76 million shares of common stock with total gross proceeds of $26.2 million, before underwriting discounts and offering expenses.
Read MoreExecutives Preparing for Earnings Calls Face a Brave New World
October 23, 2017
As if busy CEOs and CFOs did not have enough to worry about, researchers have begun leveraging powerful computers and sophisticated algorithms to link executives’ word choice and behavior during earnings calls to subsequent stock performance.
Read MoreSEC Comment Letters Focus on Non-GAAP Financial Measures, New Accounting Standards and Cybersecurity
October 23, 2017
Two reports published last month by Ernst & Young analyze trends in SEC comment letters for the year ended June 30, 2017.
Read MoreDirector Overboarding Remains an Issue
October 23, 2017
Are your directors “overboarded”? What would proxy advisors say?
Read MoreSEC Extends Filing Deadlines for Hurricane Victims, Warns Investors Against Hurricane and Fire Scams
October 23, 2017
Companies hit by hurricanes Harvey, Irma or Maria will receive an extension on certain filing deadlines, said the SEC in a September 28 press release.
Read MoreWhistleblowers: Who is Protected Against Retaliation?
October 23, 2017
It is illegal to retaliate against a whistleblower, but who is considered a whistleblower?
Read MoreAfter the Whistle Blows: What Constitutes Retaliation?
October 23, 2017
It is illegal to retaliate against a whistleblower, but what is retaliation?
Read More7 Key Proposed Amendments to Regulation S-K
October 17, 2017
On October 11, 2017, the Securities and Exchange Commission proposed several amendments to Regulation S-K as part of the FAST Act Modernization and Simplification of Regulation S-K.
Read MoreSEC Issues Pay Ratio Disclosure Guidance for 2018 Proxy Statements
September 27, 2017
Companies seeking guidance on complying with the pay ratio rule in their 2018 proxy statements now have it in “boatloads.”
Read MoreLooking Back at the 2017 Proxy Season
September 27, 2017
Two recent reports on the 2017 proxy season highlight the rising tide of successful shareholder resolutions seeking more disclosure on climate change preparedness, among other issues.
Read MoreSEC Addresses Implementation of New Accounting Standards as Effective Dates Near
September 27, 2017
In a September 21 speech, SEC Deputy Chief Accountant Sagar Teotia shared several observations regarding implementation of the new GAAP standards in the areas of revenue recognition, leases and credit losses.
Read MoreTop Exchanges Battle for SPACs
September 27, 2017
Venture capital firms Social Capital and Hedosophia made headlines by raising $600 million in an initial public offering of Social Capital Hedosophia Holdings Corp., a special purpose acquisition company, or SPAC.
Read MoreCompliance Professionals Beware: Recent SEC Case Highlights Risk of Personal Liability
September 27, 2017
The SEC recently fined an outsourced chief compliance officer $30,000 and suspended him from holding any position in the securities industry for one year after he allegedly submitted inaccurate information in a filing for two affiliated investment advisory companies.
Read MoreNew Pay Equity Disclosure Rule Stayed by Office of Management and Budget
September 27, 2017
Large employers will not have to report employee pay by gender and race in their EEO-1 forms after all, thanks to a recent deregulatory stay.
Read MoreFredrikson & Byron Represents Sajan in its Sale to AMPLEXOR International
April 28, 2017
Fredrikson & Byron acted as legal counsel to Sajan Inc. (NASDAQ: SAJA), a full-service language translation and localization services provider, in its merger agreement with AMPLEXOR International SA, a leading digital solution provider headquartered in Luxembourg.
Read MoreImpact of New Cybersecurity Law on Foreign Companies in China
December 5, 2016
By Robert M. Oberlies & Jessie Lu
On November 7, 2016, China’s Standing Committee of the National People’s Congress adopted the Cybersecurity Law of the People’s Republic of China (Cybersecurity Law). The Cybersecurity Law will take effect on June 1, 2017.
Read MoreFinancial Services Industry Targeted in Wave of Lawsuit Threats Over Websites Allegedly Inaccessible to the Visually Impaired
November 15, 2016
By Matthew T. Boos, Steven E. Helland & Karla L. Reyerson
In a trend that began several years ago and has migrated through several industries, investment firms are among those being targeted by enterprising plaintiffs’ lawyers alleging that the firms’ website are inaccessible to blind or otherwise disabled users. The claim is that the firms are violating the Americans with Disabilities Act (ADA).
Read MoreNew Regime for China Foreign Direct Investment
October 13, 2016
By Robert M. Oberlies & Jessie Lu
On October 8, 2016, China's Ministry of Commerce issued interim measures further stream-lining the process for establishing companies in China and related corporate changes. Find out how this will impact companies doing business in China and future investment.
Read MoreNorth Dakota Adopts Revised Uniform LLC Act Changing Law Governing LLCs
July 6, 2016
By Wayne W. Carlson, Michael S. Raum & Elizabeth L. Alvine
Find out what the recently adopted Revised Uniform Limited Liability Company Act means for North Dakota business and which changes may surprise those who are used to forming their own LLCs.
Read MoreDepartment of Labor Issues New Overtime Rules
May 20, 2016
By Anne M. Radolinski & Pamela Abbate-Dattilo
On May 18, 2016, the Department of Labor issued the long-awaited new regulations which provide widespread and significant changes affecting all businesses and employees covered by the federal Fair Labor Standards Act. The regulations are effective December 1, 2016.
Read MoreThe SEC’s Announces 2016 Exam Priorities
February 5, 2016
The Securities and Exchange Commission (SEC), through its Office of Compliance Inspections and Examinations (OCIE), has published its exam priorities for 2016. According to the SEC, these priorities reflect certain practices and products that may present heightened risk to investors and/or the integrity of the U.S. capital markets.
Read MoreAttorneys Thomas Henke & Evan Berquist Join Fredrikson & Byron
June 22, 2015
Attorneys Thomas B. Henke and Evan C. Berquist have joined Fredrikson & Byron. Henke is an officer in the Compensation Planning & Employee Benefits and the Business & Tax Planning Groups. Berquist is an associate in the Mergers & Acquisitions, Securities and International Groups.
Read MoreFredrikson & Byron Represents Bio-Techne’s Investment in CyVek, Inc.
April 4, 2014
Fredrikson & Byron acted as legal counsel for Techne Corporation in its $10 million equity investment in CyVek.
Read MoreFredrikson & Byron Represents Medtronic in its Public Offering of Senior Notes
March 14, 2014
Fredrikson & Byron acted as legal counsel for Medtronic, Inc. in its public offering of $250 million principal amount of its 0.875% Senior Notes due 2017, $250 million principal amount of its floating rate Senior Notes due 2017, $850 million principal amount of its 3.625% Senior Notes due 2024, and $650 million principal amount of its 4.625% Senior Notes due 2044.
Read MoreInsider Trading: What Public Companies Should Know Now
September 1, 2013
Recent high-profile insider trading cases brought by the SEC and the DOJ have resulted in hefty prison sentences, fines and settlements.
Read MoreSEC Says Social Media Releases Can Satisfy Regulation FD
April 1, 2013
By Fredrikson's Securities Group
On April 2, 2013, the SEC confirmed that public companies may use social media, such as Facebook and Twitter, and other emerging means of communication in much the same way that they use their own websites to announce key information in compliance with Regulation FD. The key is whether investors have been notified about the social media accounts ahead of time.
Read MoreUpdate on the Ever-developing Landscape of Shareholder Proposals
September 1, 2011
On September 15, 2011, the Securities and Exchange Commission (SEC) issued a final rule to adopt amendments to the proxy access rules for shareholder proposals in Rule 14a-8, which was discussed in our September 2011 issue of FredNEWS: Corporate & Securities.
Read MoreSEC Will Not Appeal Proxy Access Decision
September 1, 2011
On September 6, 2011, the Securities and Exchange Commission (SEC) confirmed that it will not seek a rehearing of the decision by the U.S. Court of Appeals for the District of Columbia Circuit (D.C. Circuit) that vacated an SEC rule, commonly known as the “proxy access” rule, that would have enabled certain shareholders of public companies to propose director nominees for inclusion in their company’s proxy materials.
Read MoreIRS Issues Clarifications to Internal Revenue Code § 162(m)
September 1, 2011
Internal Revenue Code (IRC) § 162(m) imposes a $1 million deduction limit on compensation paid by a public corporation to certain executive officers. However, an exception applies to “qualified performance-based compensation,” which does not count against the deduction limit.
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