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SEC releases study on Section 404(b) as required by Dodd-Frank

Holland & Knight LLP
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USA
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May 2 2011

The SEC released a study regarding compliance with Section 404(b) of the Sarbanes-Oxley Act of 2002, as required by Dodd-Frank

Negative "say-on-pay" advisory votes continue; derivative suits filed for other companies that received "negative" votes

Holland & Knight LLP
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USA
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May 2 2011

Three additional companies have failed to obtain majority support in their say-on-pay votes: Umpqua Holdings Corporation, Stanley Black & Decker, Inc. and Navigant Consulting

SEC proposes listing standards for compensation committees

Holland & Knight LLP
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USA
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April 11 2011

On March 30, 2011, the SEC proposed rules to implement Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"

Court rejects shareholder proposal due to insufficient proof of ownership

Holland & Knight LLP
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USA
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April 11 2011

Rather than attempt to exclude a shareholder proposal through the normal SEC channels, a company filed a lawsuit in the Federal District Court for the Southern District of Texas seeking a declaratory judgment that would allow the company to exclude the shareholder proposal submitted by John Chevedden due to his alleged lack of eligibility

SEC Commissioner Aguilar gives speech on board diversity

Holland & Knight LLP
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USA
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April 11 2011

In his speech titled "Board Diversity: Why It Matters and How to Improve It," SEC Commissioner Luis A. Aguilar indicated there could be improvement in the disclosure provided by companies regarding board diversity, as newly required under the changes to Item 407 of Regulation S-K in late 2009

Say on pay: companies failing to garner majority support

Holland & Knight LLP
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USA
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March 28 2011

According to ISS Voting Analytics data as of March 22, 2011, over 90 of companies have garnered majority support in their say on pay votes; however, four companies have failed to receive majority support in their say on pay votes during the 2011 proxy season

Delaware enjoins vote on merger pending curative disclosure

Holland & Knight LLP
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USA
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March 14 2011

On March 4, 2011, the Delaware Chancery Court enjoined a target from holding a shareholder meeting to vote on the approval of a merger agreement pending dissemination of curative proxy disclosure of both the amount of contingent fees to be paid to its investment adviser and the negotiations regarding the compensation that the CEO and president of the target would receive when he joined the acquirer after consummation of the merger

SEC Division of Corporation Finance issues new CDIs on a variety of topics

Holland & Knight LLP
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USA
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March 14 2011

On March 4, 2011, the SEC's Division of Corporation Finance issued new Compliance and Disclosure Interpretations (CDIs) covering a variety of matters, including one on the CD&A, two on Rule 144, two on free writing prospectuses and two on director disclosures, as well as two others

SEC proposes rules requiring disclosure of incentive-based compensation arrangements at financial institutions

Holland & Knight LLP
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USA
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March 14 2011

On March 2, 2011, the SEC proposed rules that require certain financial institutions to disclose the structure of their incentive-based compensation practices and prohibit such institutions from maintaining compensation practices that encourage inappropriate risks

SEC issues new Staff Accounting Bulletin Number 114

Holland & Knight LLP
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USA
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March 14 2011

On March 7, 2011, the SEC's Office of the Chief Accountant and Division of Corporate Finance jointly issued Staff Accounting Bulletin (SAB) Number 114, which revises or rescinds portions of the interpretative guidance included in the codification of the SAB Series