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SEC issues new interpretations on use of non-GAAP financial measures and Item 2.02 of Form 8-K

Katten Muchin Rosenman LLP
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USA
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January 15 2010

On January 11, the Securities and Exchange Commission’s Division of Corporation Finance issued new Compliance and Disclosure Interpretations (C&DIs) on rules, regulations and forms related to non-generally accepted accounting principles (GAAP) financial measures Item 2.02 of Form 8-K

SEC re-opens public comment period for shareholder director nomination proposal

Katten Muchin Rosenman LLP
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USA
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December 18 2009

On December 14, the Securities and Exchange Commission announced in a rule-making notice that it is re-opening the public comment period for its shareholder director nomination proposal in an effort to solicit views on additional data and analyses received by the Commission at or after the end of the original public comment period, which was August 17

SEC issues final rules to enhance disclosure regarding corporate governance and clarify proxy rules

Katten Muchin Rosenman LLP
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USA
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December 18 2009

On December 16, the Securities and Exchange Commission adopted final rules intended to improve disclosure in the area of corporate governance and clarify the SEC’s proxy rules

Multiple governmental developments affecting executive compensation

Katten Muchin Rosenman LLP
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USA
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June 12 2009

On June 10, the U.S. Treasury Department and the Securities and Exchange Commission announced multiple developments affecting executive compensation

SEC publishes proposed rule facilitating shareholder director nominations

Katten Muchin Rosenman LLP
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USA
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June 12 2009

As reported in the May 22 edition of Corporate and Financial Weekly Digest, on June 10, the Securities and Exchange Commission proposed changes to the federal proxy rules to facilitate the exercise of shareholders’ rights under state corporate law to nominate and elect directors

SEC extends SOX 404 auditor attestation date for smallest public companies

Katten Muchin Rosenman LLP
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USA
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October 2 2009

The Securities and Exchanges Commission today announced that the date for compliance by the smallest public companies (public float under $75 million) with the Sarbanes-Oxley Act Section 404 requirement that management’s assessment of the effectiveness of internal control over financial reporting be audited by an independent registered public accounting firm has been extended from beginning with fiscal years ending on or after December 15, 2009, to fiscal years ending on or after June 15, 2010

SEC approves NYSE governance listing standards amendments

Katten Muchin Rosenman LLP
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USA
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December 11 2009

On November 25, the Securities and Exchange Commission approved amendments to the New York Stock Exchange’s corporate governance listing standards in Section 303A of the NYSE Listed Company Manual

SEC to consider adopting proxy disclosure rules next week

Katten Muchin Rosenman LLP
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USA
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December 11 2009

The Securities and Exchange Commission announced that at its next open meeting on December 16, the Commission will determine whether to adopt the rules it proposed in July relating to enhanced disclosure in issuers’ proxy statements of (i) the impact of overall compensation policies and practices (including those applicable to non-executive employees) on risk-taking; (ii) the qualifications, experience, skills and other attributes of directors and nominees to serve on the board or a committee of the board; (iii) the role of the board of directors in risk management; (iv) the rationale for the issuer’s corporate leadership structure; and (v) potential conflicts of interests of compensation consultants

SEC proposes proxy rule changes to improve notice-only option

Katten Muchin Rosenman LLP
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USA
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October 16 2009

On October 14, the Securities and Exchange Commission proposed rule changes to its notice and access proxy solicitation model in order to enhance shareholder comprehension of the "notice-only option" and improve shareholder response rates to proxy solicitations

SEC publishes final rule amendments extending SOX 404 auditor attestation date for smallest public companies

Katten Muchin Rosenman LLP
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USA
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October 16 2009

As reported in the October 2 edition of Corporate and Financial Weekly Digest, the Securities and Exchange Commission extended the date for compliance by companies with a public float under $75 million (non-accelerated filers) with the Sarbanes-Oxley Act Section 404 requirement that management’s assessment of the effectiveness of internal control over financial reporting (ICFR) be audited by an independent registered public accounting firm