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Results: 1-10 of 22

New form of due diligence: relationships with compensation consultants
  • Blank Rome LLP
  • USA
  • January 24 2013

Due to recent SEC rulemaking,6 conflicts of interest with compensation consultants are at the forefront of disclosure issues in 2013 proxy season


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 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


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 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


Corporate political spending is becoming a new hot governance topic
  • Blank Rome LLP
  • USA
  • December 12 2011

The Center for Political Accountability (CPA) and The Zicklin Center for Business Ethics Research issued an index summarizing how leading U.S. summarizing how leading U.S. companies navigate corporate political spending in the wake of Citizens United


“What, me worry?” Yes, the securities laws apply to private companies!
  • Blank Rome LLP
  • USA
  • January 30 2012

In a case that should serve as a warning to the owners, directors and officers of privately-held companies that offer equity plans to their employees, on December 12, 2011, the SEC filed suit against Stiefel Laboratories, Inc. (at the time of the alleged misconduct, the world’s largest privately held manufacturer of dermatology products and now a subsidiary of GlaxoSmithKline PLC) and Charles Stiefel, the then controlling shareholder, chairman and CEO


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


Over $85 million in FCPA fines and penalties announced in the past 90 days is it time to add an FCPA risk factor?
  • Blank Rome LLP
  • USA
  • October 31 2012

Recent deferred prosecution agreements and settlements remind us of the need to carefully consider disclosure issues relating to the Foreign Corrupt Practices Act (FCPA