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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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Wanted: NASAA Representative at the SEC

The Ticker

May 1, 2015

SEC Commissioner Aguilar recently reiterated a request that he introduced in 2009 by calling for a NASAA representative to be embedded at the SEC. 

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More Calls for Transparency in Political Spending Disclosure

The Ticker

May 1, 2015

Last week, a group of 144 business leaders, entrepreneurs, investors and philanthropists petitioned the SEC to require public companies to disclose their political spending.

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SEC Proposes Pay-For-Performance Rules

The Ticker

May 1, 2015

On Wednesday, the SEC proposed rules to require pay-for-performance disclosure as mandated by the Dodd-Frank Act. The proposal would require companies to include a new table in their proxy statements that shows compensation “actually paid” to top executives, as well as the total shareholder return (TSR), as defined in Regulation S-K, on an annual basis for the company and the peer group selected by the company for its stock performance graph or CD&A. Compensation “actually paid” is derived from the current summary compensation table, except that pension amounts are adjusted and equity awards are considered paid only when vested and are valued as of the vesting date.

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SEC Charges Polycom and former CEO With Hiding Perks From Investors

The Ticker

April 10, 2015

Recently, the SEC charged the former CEO of Polycom with using nearly $200,000 in corporate funds for personal perks that were not disclosed to investors.

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SEC Civil Insider Trading Case Proceeds Despite Newman Ruling

The Ticker

April 10, 2015

Ever since the Second Circuit overturned the insider trading convictions of two former hedge fund managers in United States v. Newman, there has been considerable debate about how difficult it may be for the SEC to move forward with insider trading cases.

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