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NASDAQ proposes to expand an exception to its corporate governance rules

  • Blank Rome LLP
  • -
  • USA
  • -
  • July 16 2012

Recently, NASDAQ proposed expanding an existing exception to its corporate governance rules to allow a non-independent director who is a family member of a non-executive employee of a listed company to serve on a listed company’s audit committee, compensation committee or nominating committee under exceptional and limited circumstances

Advice and insights for audit committees from the PCAOB Chairman

  • Blank Rome LLP
  • -
  • USA
  • -
  • November 30 2012

At the 2012 annual meeting of the Association of Audit Committee Members, James R. Doty, the Chairman of the PCAOB, spoke on recent PCAOB initiatives designed to enhance the relevance, credibility and transparency of the audit for the sake of investors

New SEC guidance on emerging growth companies

  • Blank Rome LLP
  • -
  • USA
  • -
  • October 31 2012

On September 28, 2012, the Securities and Exchange Commission (SEC) issued additional frequently asked questions (FAQs) as part of its guidance on Title I of the Jumpstart Our Business Startups Act (JOBS Act) related to emerging growth companies (EGCs

Clawback of executive compensation

  • Blank Rome LLP
  • -
  • USA
  • -
  • 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 approves FINRA rule relating to filing of private placements

  • Blank Rome LLP
  • -
  • USA
  • -
  • July 16 2012

Recently, the SEC approved, on an accelerated basis, FINRA Rule 5123 (the Rule

ISS updates its proxy voting guidelines

  • Blank Rome LLP
  • -
  • USA
  • -
  • December 12 2011

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

New compensation committee regime

  • Blank Rome LLP
  • -
  • USA
  • -
  • July 16 2012

The SEC’s adoption of a new Rule 10C-1, Listing Standards Relating to Compensation Committees, moves us one step closer to having the mandate of Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) fully implemented and to securities exchanges adopting listing standards relating to the independence of the compensation committee members and compensation advisers that provide advice to the compensation committee, the committee’s authority to retain compensation advisers, and the committee’s responsibility for the appointment, compensation and oversight of the work of a compensation adviser

SEC to consider Dodd-Frank Act and Jobs Act rulemaking in August 2012

  • Blank Rome LLP
  • -
  • USA
  • -
  • July 16 2012

The SEC announced that on August 22, 2012 at 10:00 a.m. it will hold an open meeting to consider whether to adopt rules regarding disclosure and reporting obligations with respect to the use of conflict minerals to implement the requirements of Section 1502 of the Dodd-Frank Act

SEC Staff issues Staff Legal Bulletin on shareholder proposals

  • Blank Rome LLP
  • -
  • USA
  • -
  • 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

Corporate political spending is becoming a new hot governance topic

  • Blank Rome LLP
  • -
  • USA
  • -
  • 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