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The Ticker

The Ticker

We heard you! Your business is moving fast. You need to assess new developments quickly, determine if they apply to your business, and act accordingly. The Ticker is designed to focus your attention on key developments in the areas of SEC compliance, capital markets, corporate governance, executive compensation and other matters important to public companies and their officers and directors. Below are summaries of recent developments in these areas.

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Securities Group

Please contact a member of the group if you would like further information or have a topic you would like to see in The Ticker.


SEC Proposes Amendments to Regulation S-K to Modernize Disclosures of Business, Legal Proceedings and Risk Factors

August 9, 2019

On August 8, the SEC proposed amendments to modernize the description of business, legal proceedings and risk factor disclosures that registrants are required to make pursuant to Regulation S-K.

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Key Takeaways from the 2019 Proxy Season

August 9, 2019

The Ernst & Young Center for Board Matters recently published a report on the 2019 proxy season, highlighting five key takeaways and offering related questions for boards to consider.

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The Emergence of a New Standard for Director Overboarding

August 9, 2019

Another key takeaway from the 2019 proxy season is the emergence of a new, stricter standard for what constitutes director “overboarding.”

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Sarbanes-Oxley Compliance Remains Costly and Time Consuming

August 9, 2019

“Seventeen years after passage of the Sarbanes-Oxley Act (SOX), those not involved in SOX compliance might assume that by now it would be a rote activity requiring diminishing effort. They would be wrong.” So begins a recent CFO.com article discussing the results of Protiviti’s 2019 Sarbanes-Oxley Compliance Survey.

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Does Your Board Need a ‘Qualified Technology Expert,’ or Even a Technology Committee?

August 9, 2019

A recent Forbes article argues that it is becoming increasingly necessary for boards to possess cyber security and technology expertise.

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Study of Say-on-Pay Data Shows Your “Against” Vote Is Coming

June 26, 2019

In any given year, the vast majority of companies receive overwhelming shareholder support for their say-on-pay proposals; however, most companies should expect to receive an “against” vote recommendation from a proxy advisory firm at least once.

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Characteristics of 2019’s Newly-Appointed Directors

June 26, 2019

A recent publication by ISS Analytics examines the characteristics of directors who were newly-appointed at Russell 3000 companies and notes five major trends in new director appointments for 2019.

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Assessing First-Time Director Candidates

June 26, 2019

A recent publication by Spencer Stuart offers advice to boards seeking to expand their pool of director candidates and identify potential new, first-time directors and assess their suitability for the role.

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Attention Board Members: Do You Understand Your Board’s Business Chemistry?

June 26, 2019

While conversations about boardroom diversity typically focus on gender and race/ethnicity, Deloitte argues that diversity in terms of Business Chemistry type is also important for board effectiveness.

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A Fiduciary Duty to Stay Alive?

June 26, 2019

A recent article in The Wall Street Journal considers whether corporate leaders have a fiduciary responsibility to stay alive and examines the daredevil tendencies of top executives.

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