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SEC Advisory Committee Seeks Changes to Ease Disclosure Requirements and Access to Capital for Small and Emerging Companies

The Ticker

October 1, 2015

The SEC’s Advisory Committee on Small and Emerging Companies met on September 23, 2015. The Committee made several recommendations, including revising the definition of “smaller reporting company” to include companies with a public float up to $250 million and affording additional disclosure accommodations to such companies.

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Five-Year Anniversary of Dodd-Frank Act

The Ticker

September 11, 2015

This summer, the Dodd-Frank Act reached its five-year anniversary. The Act mandated a long list and wide range of SEC rulemaking to address issues that triggered the 2008 financial crisis.

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Boards Must Tackle Cybersecurity

The Ticker

September 11, 2015

When most directors hear the words “fiduciary duty,” a number of obvious areas come to mind: accounting practices, executive compensation and stock trading, to name a few. Now it is time to add one more to the list: cybersecurity.

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SEC Clarifies Catch-Up Process for Delinquent Filers

The Ticker

September 11, 2015

The SEC recently provided guidance on how delinquent filers can come back into compliance without filing all of their missed Exchange Act reports. The process involves a catch-up filing of a Form 10-K for the most recently completed fiscal year with “all material information that would have been included in those filings.”

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SEC Issues Interpretations on General Solicitation Prohibition under Regulation D

The Ticker

September 11, 2015

The SEC staff recently issued new interpretive guidance on the general solicitation prohibition for exempt offerings under Regulation D. The guidance suggests some additional flexibility in the types of communications and activities permitted. 

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Public Companies Need an Activist Defense Plan

The Ticker

September 11, 2015

According to Fortune, “A sea change is under way in the governance of America’s public companies.” To be prepared for a potential battle, boards should understand the activist environment and industry dynamics and assess their company’s defense strategies.

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LRN Report Says Combined GC and Compliance Officer Roles are More Effective

The Ticker

August 14, 2015

Not surprisingly, the effectiveness of a company’s ethics and compliance programs depends on leadership.

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Best Practices for Advance Notice Bylaws

The Ticker

August 14, 2015

A recent Delaware Supreme Court ruling suggests that companies should review their advance notice bylaw provisions and assess whether they are in line with best practices. In Hill International, Inc. v. Opportunity Partners L.P., the company’s disclosure in the prior year’s proxy statement that the next annual meeting would be held “on or about” a given date did not trigger its advance notice bylaw provision.

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SEC Adopts Pay Ratio Disclosure Rule

The Ticker

August 14, 2015

On August 5, 2015, the SEC approved a rule to implement the Dodd-Frank Act mandate that public companies disclose the ratio of median pay of all employees to the principal executive officer (typically the CEO) total compensation.

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SEC’s Choice of Forum Criticized

The Ticker

August 14, 2015

In the last few years, the SEC has been pursuing most of its enforcement actions through administrative proceedings, rather than filing charges in federal district court. The U.S. Chamber of Commerce recently criticized the practice and called for reform. 

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