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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 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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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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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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