We use cookies to customise content for your subscription and for analytics.
If you continue to browse Lexology, we will assume that you are happy to receive all our cookies. For further information please read our Cookie Policy.

Search results

Order by: most recent most popular relevance



Results: 1-10 of 22

Insurance for compensation clawbacks? Not if H.R. 5860 becomes law
  • Blank Rome LLP
  • USA
  • July 16 2012

Both the Sarbanes-Oxley Act and the Dodd-Frank Act contain compensation clawback provisions


Say what? Smaller reporting companies subject to say-on-pay in 2013
  • Blank Rome LLP
  • USA
  • January 24 2013

Smaller reporting companies are subject to say-on-pay and say-on- frequency votes for the first time this year. In January 2011, the SEC adopted


NASDAQ amended its independence standards for compensation committee members
  • Blank Rome LLP
  • USA
  • January 15 2014

On December 11, 2013, the SEC published a notice of filing and immediate effectiveness of the proposed rule change related to the independence of


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


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


Advice for audit committee members
  • Blank Rome LLP
  • USA
  • October 31 2011

At the 2011 annual meeting of the Association of Audit Committee Members, Daniel Goelzer, Esquire, a founding member of the Public Company Accounting Oversight Board (PCAOB), a former acting PCAOB chair and currently a PCAOB board member, spoke on: “What Audit Committees Should Know about the Work of the PCAOB.”


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


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 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