Skip Navigation

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.

Main Content

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 Rules for Disclosure of Hedging Policies

February 20, 2015

Last week, the SEC proposed rules to enhance corporate disclosure of company policies for hedging transactions engaged in by directors, officers and other employees.

View Details

Cybersecurity as a Board Priority

February 6, 2015

In the wake of headline-making cyber breaches and class action lawsuits for data losses, companies face growing scrutiny and evolving legal and regulatory standards.

View Details

Company’s 10-K Disclosure of Legal Proceedings Leads to Employee Retaliation Claim

February 6, 2015

A recent Seventh Circuit decision suggests public companies should take care when disclosing employment-related litigation.

View Details

SEC Okays Five-Day Period for Certain Tender Offers

February 6, 2015

Typically, a public offer to purchase a substantial amount of a company’s debt or equity securities must remain open for 20 business days, in order to allow holders sufficient time to make an informed decision to participate.

View Details

Glass Lewis Shares Views on Proxy Access Proposals

February 6, 2015

Glass Lewis, a prominent proxy advisory firm, has now added its views to the proxy access battlefront.

View Details

A Call for Relevant Proxy Redesign

January 23, 2015

The approaching proxy season presents an opportunity to update and refresh the proxy statement to meet evolving investor needs and expectations.

View Details

Second Circuit Says Failure to Meet MD&A Requirements Can Lead to 10b-5 Liability

January 23, 2015

In Stratte-McClure v. Morgan Stanley, the Second Circuit held that the MD&A disclosure rules set forth in Item 303 of Regulation S-K can give rise to a Rule 10b-5 claim.

View Details

NYSE Proposes Related Party Approval Exemption for Early Stage Companies

January 23, 2015

The NYSE has proposed amending its listing standards to exempt early stage companies from the requirement to obtain shareholder approval before issuing shares to related parties and affiliates.

View Details

Shareholder Activism Over Proxy Access Expected to Continue

January 23, 2015

The campaign by institutional investors to give shareholders the ability to nominate directors of U.S. public companies using the company’s ballot shows no signs of slowing and continues to evolve.

View Details

SEC Will Not Consider No-Action Requests To Omit Shareholder Proposals Under Rule 14a-8(i)(9)

January 23, 2015

Pending a staff review of the scope and application of Exchange Act Rule 14a-8(i)(9), it will “express no views on the application of [that rule] during the current proxy season.”

View Details