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Results: 1-10 of 22

The status of proxy access

  • Blank Rome LLP
  • -
  • USA
  • -
  • 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

SEC focuses on non-GAAP financial measures

  • Blank Rome LLP
  • -
  • USA
  • -
  • 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 comments related to emerging growth companies

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

Since shortly after the JOBS Act became law, the SEC staff has been reviewing registration statements filed by emerging growth companies (EGCs

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

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

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

PCAOB’s failure to inspect your auditor is a risk factor

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

Under Sarbanes-Oxley, public company auditors are required to be registered with the Public Company Accounting Oversight Board