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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

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

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

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

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

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