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Say what? Smaller reporting companies subject to say-on-pay in 2013

Blank Rome LLP
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USA
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January 24 2013

Smaller reporting companies are subject to say-on-pay and say-on- frequency votes for the first time this year. In January 2011, the SEC adopted

The status of proxy access

Blank Rome LLP
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USA
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September 28 2011

On August 25, 2010, the SEC adopted fi nal rules (i) requiring a company to include director nominees of eligible shareholders in company proxy materials pursuant to a new Rule 14a-11 (proxy access rule) and (ii) enabling shareholders to submit proposals for inclusion in a company’s proxy statement pursuant to Rule 14a-8(i)(8) seeking to amend provisions in the company’s organizational documents relating to proxy access (private ordering rule

Clawback of executive compensation

Blank Rome LLP
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USA
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September 28 2011

On August 30, 2011, the SEC announced a settlement with James O’Leary, former Chief Financial Officer of Beazer Homes USA, Inc., to recover $1,431,022 in cash representing his bonus compensation, incentive-based and equity-based compensation and stock sale profits received during the 12-month period after the issuance of Beazer’s quarterly and annual financial statements for its 2006 fiscal year

SEC focuses on non-GAAP financial measures

Blank Rome LLP
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USA
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December 12 2011

Item 10(e) of Regulation S-K requires a registrant that presents a non-GAAP financial measure in certain filings made with the SEC to, among other things, present with equal or greater prominence the most directly comparable GAAP measure, provide a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure, disclose the reasons why management believes that the non-GAAP financial measure provides useful information to investors and, to the extent material, the additional purposes, if any, for which the registrant’s management uses the non-GAAP financial measure

SEC Staff issues Staff Legal Bulletin on shareholder proposals

Blank Rome LLP
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USA
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December 12 2011

The Securities and Exchange Commission Staff recently issued a Staff Legal Bulletin (SLB) which addresses, among other things, (i) brokers and banks that constitute “record” holders under Rule 14a- 8(b)(2)(i) for purposes of verifying whether a beneficial owner is eligible to submit a proposal under Rule 14a-8 (reversing its position in The Hain Celestial Group, Inc. (Oct. 1, 2008, no-action letter, as discussed below); (ii) common errors shareholders can avoid when submitting proof of ownership; and (iii) the SEC’s new process for transmitting Rule 14a-8 no-action responses by email

ISS updates its proxy voting guidelines

Blank Rome LLP
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USA
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December 12 2011

On November 17, 2011, Institutional Shareholder Services Inc. (ISS) released 2012 updates to its benchmark proxy voting guidelines

Corporate political spending is becoming a new hot governance topic

Blank Rome LLP
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USA
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December 12 2011

The Center for Political Accountability (CPA) and The Zicklin Center for Business Ethics Research issued an index summarizing how leading U.S. summarizing how leading U.S. companies navigate corporate political spending in the wake of Citizens United

Advice for audit committee members

Blank Rome LLP
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USA
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October 31 2011

At the 2011 annual meeting of the Association of Audit Committee Members, Daniel Goelzer, Esquire, a founding member of the Public Company Accounting Oversight Board (PCAOB), a former acting PCAOB chair and currently a PCAOB board member, spoke on: “What Audit Committees Should Know about the Work of the PCAOB.”

“What, me worry?” Yes, the securities laws apply to private companies!

Blank Rome LLP
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USA
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January 30 2012

In a case that should serve as a warning to the owners, directors and officers of privately-held companies that offer equity plans to their employees, on December 12, 2011, the SEC filed suit against Stiefel Laboratories, Inc. (at the time of the alleged misconduct, the world’s largest privately held manufacturer of dermatology products and now a subsidiary of GlaxoSmithKline PLC) and Charles Stiefel, the then controlling shareholder, chairman and CEO