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SEC Proposes Rules for Executive Pay Clawback Policies

The Ticker

July 10, 2015

On July 1, 2015, the SEC proposed rules requiring public companies to recover executives’ incentive-based compensation following an accounting restatement to correct a material error. The proposals are controversial, because they require no misconduct by the executive, have a three-year look back and apply to a broad group of officers.

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Delaware Prohibits Fee-Shifting “Loser Pays” Bylaws

The Ticker

July 10, 2015

Effective August 1, 2015, Delaware corporation law will prohibit charter or bylaw provisions that shift company litigation expenses to shareholders who bring and lose a claim against the company and its directors and officers.

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Issuers May Tweet Hyperlinks to Solicit Interest in Regulation A+ Offerings

The Ticker

July 10, 2015

In recent interpretive guidance, the SEC staff confirmed that issuers may solicit investor interest in a Regulation A offering using a word-limited tool like Twitter, provided that the communication links to the more complete statements required by Rule 255.

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SEC Seeks Comment on Audit Committee Disclosures

The Ticker

July 10, 2015

The SEC has published a concept release seeking comments on the disclosure requirements for audit committees at listed companies. The SEC seeks information on the effectiveness of disclosures about the audit committees’ oversight of independent auditors and whether improvements can be made.

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Regulation A+ Amendments for Smaller Offerings Become Effective

The Ticker

June 19, 2015

The SEC’s rules to facilitate smaller companies’ access to capital – dubbed Regulation A+ – became effective today. The rules enable smaller companies to offer and sell up to $50 million of securities in a 12-month period without going through a full-blown registration process, subject to eligibility, disclosure and reporting requirements.

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SEC to Release “No-Review” Registration Letters

The Ticker

June 19, 2015

Starting July 1, the SEC will release letters relating to Securities Act registration statements that are not selected by the SEC staff for review. The letters will be available on EDGAR and tagged as correspondence. 

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SEC Publishes Economic Analysis of Proposed Pay Ratio Rule

The Ticker

June 19, 2015

The SEC recently released an economic analysis of its pay ratio disclosure rule previously proposed in September 2014. The analysis by the SEC’s Division of Economic and Risk Analysis considers the impact of various methods of calculating the required disclosures, based on including or excluding certain categories of employees. 

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DOJ Issues Cybersecurity “Best Practices”

The Ticker

June 19, 2015

In the wake of headline-making cyber breaches and government investigations over data losses, companies face growing scrutiny and evolving legal and regulatory standards.

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Proxy Access Update

The Ticker

June 19, 2015

The 2015 proxy season has seen a significant increase in proposals seeking to give shareholders the ability to nominate directors of U.S. public companies using the company’s ballot. While voting results for proxy access proposals have been mixed, these proposals generally have received unprecedented levels of shareholder support.

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Constitutionality of SEC Administrative Proceedings Upheld

The Ticker

May 1, 2015

Ever since the Dodd-Frank Act made the SEC’s choice of forum more permissive, the SEC has been pursuing enforcement actions through administrative proceedings rather than filing charges in federal district court. 

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