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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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More Calls for Transparency in Political Spending Disclosure

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

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

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

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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Potential to Violate Whistleblower Protections in Confidentiality Agreements

April 10, 2015

The SEC recently announced its first enforcement action against a company for requiring employees to sign confidentiality agreements “with the potential to stifle the whistleblowing process.”

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SEC Adopts Regulation A Amendments

April 10, 2015

As mandated by the JOBS Act, the SEC adopted rules to amend Regulation A to facilitate smaller companies’ access to capital.

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M&A Integration Significant Key to Success

March 27, 2015

Read the survey results from a new Deloitte report based on a survey of over 800 executives.

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Senate Bill Would Allow Companies To Issue More Options Without Disclosure Under Rule 701

March 27, 2015

Senators recently introduced a bill to increase the amount of stock options and other equity compensation that a non-public company may issue. 

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SEC Advisory Committee Recommends Expanding Accredited Investor Status

March 27, 2015

A recommendation was made that the “accredited investor” definition  be expanded to include individuals who meet a “sophistication test, regardless of income or net worth.”

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Chair White Suggests SEC May Act to Limit Fee Shifting Bylaws

March 27, 2015

SEC Chair White addressed the debate over bylaw provisions that shift company litigation expenses to shareholders.

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