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

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 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


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


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


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


NYSE proposes new rules related to compensation committee and committee adviser independence
  • Blank Rome LLP
  • USA
  • October 31 2012

The NYSE recently filed proposed rule changes with the SEC related to compensation committee independence and the hiring of compensation advisers


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