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SEC adopts changes to director election process for public companies

  • Holland & Knight LLP
  • -
  • USA
  • -
  • September 2 2010

On August 25, 2010, the Securities and Exchange Commission adopted new rules that require all U.S. public companies (and certain non-U.S. companies that comply with the U.S. proxy rules) to include in their proxy materials shareholder director nominees and shareholder proposals that seek to regulate the nomination and election of directors

Division of Corporation Finance issues “Dear CFO” letter questioning repurchase agreements

  • Holland & Knight LLP
  • -
  • USA
  • -
  • April 5 2010

On March 29, 2010, the Division of Corporation Finance staff posted a sample letter it provided to the chief financial officer of certain public companies requesting information about repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets

PCAOB issues FAQs on audit firm annual reports and makes the reports publicly available

  • Holland & Knight LLP
  • -
  • USA
  • -
  • July 12 2010

On June 18, 2010, the PCAOB issued Staff Questions and Answers regarding the requirements to file with the PCAOB Annual Reports on Form 2

Supreme Court rejects attempt to dismantle PCAOB

  • Holland & Knight LLP
  • -
  • USA
  • -
  • July 12 2010

In a 5-4 decision, the U.S. Supreme Court rejected an attempt to declare unconstitutional the Public Company Accounting Oversight Board a private, nonprofit organization created in the wake of Enron and WorldCom accounting scandals

NYSE Commission on Corporate Governance issues final report

  • Holland & Knight LLP
  • -
  • USA
  • -
  • October 11 2010

On September 23, 2010, the NYSE Commission on Corporate Governance issued its final report that identifies 10 core governance principles, and considered these principles in the context of the three corporate governance actors: boards, management and shareholders

SEC Chairman Mary Schapiro discusses say-on-pay provisions and the timing for other Dodd-Frank rulemaking

  • Holland & Knight LLP
  • -
  • USA
  • -
  • November 21 2011

In a speech given on November 2, 2011, SEC Chairman Mary L. Schapiro discussed the regulations put in place through Dodd-Frank, specifically the say-on-pay provisions

Court permits company to exclude shareholder proposal

  • Holland & Knight LLP
  • -
  • USA
  • -
  • March 22 2010

Rather than go through the SEC process for excluding shareholder proposals, an issuer sought a declaratory judgment from the District Court for the Southern District of Texas that it may exclude a shareholder proposal from its proxy statement

SEC grants order staying effectiveness of proxy access rules

  • Holland & Knight LLP
  • -
  • USA
  • -
  • October 11 2010

On October 4, 2010, the SEC granted a stay of its proxy access rules pending resolution of the Business Roundtable and Chamber of Commerce petition for review of such rules with the DC Circuit Court of Appeals

SEC issues interpretive guidance on liquidity and capital resources disclosures and proposes rules addressing short-term borrowings disclosure

  • Holland & Knight LLP
  • -
  • USA
  • -
  • January 7 2011

On September 17, 2010, the SEC issued interpretive guidance on liquidity and capital resources disclosures and proposed rules regarding short-term borrowing disclosures in Management's Discussion and Analysis (the "MD&A"

Senator Dodd introduces new financial reform bill

  • Holland & Knight LLP
  • -
  • USA
  • -
  • March 22 2010

On March 15, 2010, Senator Dodd introduced the Restoring American Financial Stability Act of 2010 (the "2010 Bill"