SEC Proposes Rules for Executive Pay Clawback Policies

On July 1, 2015, the SEC proposed rules requiring public companies to recover executives' incentive-based compensation following an accounting restatement to correct a material error. The proposals are controversial, because they require no misconduct by the executive, have a three-year look back and apply to a broad group of officers.

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Delaware Prohibits Fee-Shifting "Loser Pays" Bylaws

Effective August 1, 2015, Delaware corporation law will prohibit charter or bylaw provisions that shift company litigation expenses to shareholders who bring and lose a claim against the company and its directors and officers.

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Issuers May Tweet Hyperlinks to Solicit Interest in Regulation A+ Offerings

In recent interpretive guidance, the SEC staff confirmed that issuers may solicit investor interest in a Regulation A offering using a word-limited tool like Twitter, provided that the communication links to the more complete statements required by Rule 255.

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SEC Seeks Comment on Audit Committee Disclosures

The SEC has published a concept release seeking comments on the disclosure requirements for audit committees at listed companies. The SEC seeks information on the effectiveness of disclosures about the audit committees' oversight of independent auditors and whether improvements can be made.

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The Ticker shares recent developments in SEC compliance, capital markets, corporate governance, executive compensation and other matters important to public companies and their officers and directors. It is published by Fredrikson & Byron’s Public Companies Group.