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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.


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.

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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.

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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.

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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.

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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.”

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Vanguard Calls for Shareholder Liaison Committees at U.S. Public Companies

January 9, 2015

Vanguard CEO Bill McNabb revealed that Vanguard was asking the U.S. companies in which it invests to establish shareholder liaison committees in an effort to improve corporate governance.

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SEC Proposes Amendments to Exchange Act Registration Requirements

January 9, 2015

As mandated by the JOBS Act, the SEC recently proposed changes to the thresholds for registration, termination of registration and suspension of reporting under Section 12(g) of the Exchange Act.

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Delaware Court Upholds Forum Use Restrictions in Books and Records Demand

January 9, 2015

A recent decision by the Delaware Supreme Court provides companies another tool to control the forum for costly stockholder derivative litigation.

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ISS Issues FAQs on Two Voting Policies

January 9, 2015

ISS recently issued FAQs addressing two of its 2015 proxy season policy updates, namely its new equity plan scorecard approach and its policy on independent board chair proposals.

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