Independence of compensation consultants – looking forward and backward *

USA - February 19 2013
On January 11 2013, the Securities and Exchange Commission approved rule changes proposed by the New York Stock Exchange ("NYSE") and the NASDAQ…

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New NYSE and NASDAQ rules require review of compensation committee charters *

USA - October 16 2012
On June 20, 2012, the SEC, acting under a mandate of the Dodd-Frank Act, adopted rules directing the national securities exchanges to prohibit the listing of any equity security of an issuer that is not in compliance with specified compensation committee and compensation adviser requirements.

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Believe but verify: evaluating accredited investors under the SEC’s proposed Rule 506(c) *

USA - September 6 2012
Section 201(a)(1) of the Jumpstart Our Business Startups Act, enacted April 5, 2012, states: Not later than 90 days after the date of enactment of this Act, the Securities and Exchange Commission shall revise its rules issued in section 230506, provided that all purchasers of the securities are accredited investors.

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PCAOB adopts new Auditing Standard No. 16 – “Communications with Audit Committees” *

USA - August 24 2012
On August 15, 2012, the Public Company Accounting Oversight Board (PCAOB) announced its adoption of new Auditing Standard No. 16 – “Communications with Audit Committees.”

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Pennsylvania Supreme Court allows post-merger suits in cases of fraud or fundamental unfairness *

USA - August 13 2012
Many practitioners in Pennsylvania have long been of the view that in the case of a Pennsylvania merger, no legal claim under state law seeking equitable relief or damages based on unfairness of the merger, or even fraud, could be brought by shareholders after the merger closed.

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