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SEC adopts changes to director election process for public companies
  • Holland & Knight LLP
  • USA
  • September 2 2010

On August 25, 2010, the Securities and Exchange Commission adopted new rules that require all U.S. public companies (and certain non-U.S. companies that comply with the U.S. proxy rules) to include in their proxy materials shareholder director nominees and shareholder proposals that seek to regulate the nomination and election of directors


Chief Accountant reminds lawyers that GAAP and not the ABA-auditor treaty governs loss contingency disclosure
  • Holland & Knight LLP
  • USA
  • February 28 2011

At a recent New York Bar Association conference, Wayne Carnall, Chief Accountant of the SEC's Division of Corporation Finance, warned registrants to avoid relying on the long-standing ABA-auditor "treaty" between lawyers and auditors when deciding what to report about litigation contingencies in financial statements


House Financial Services Subcommittee passes five bills to ease the regulatory burden on small businesses
  • Holland & Knight LLP
  • USA
  • November 7 2011

On October 5, 2011, the House Financial Services Capital Markets and Government Sponsored Enterprises Subcommittee passed five bills to ease the regulatory burden on small businesses and emerging growth companies


SEC issues interpretive guidance on liquidity and capital resources disclosures and proposes rules addressing short-term borrowings disclosure
  • Holland & Knight LLP
  • USA
  • January 7 2011

On September 17, 2010, the SEC issued interpretive guidance on liquidity and capital resources disclosures and proposed rules regarding short-term borrowing disclosures in Management's Discussion and Analysis (the "MD&A"


Delaware Chancery Court addresses indemnification and advancement of legal expenses
  • Holland & Knight LLP
  • USA
  • March 26 2012

A recent opinion from the Delaware Chancery Court addresses directors' and officers' indemnification and advancement rights


SEC issues new Staff Accounting Bulletin Number 114
  • Holland & Knight LLP
  • USA
  • 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


Delaware Court of Chancery applies entire fairness standard to majority stockholder's debt conversion
  • Holland & Knight LLP
  • USA
  • August 9 2010

On May 28, 2010, the Delaware Court of Chancery held that the former controlling stockholder of a company had not established the entire fairness of a debt conversion transaction entered into between the company and the controlling stockholder


PCAOB issues staff practice alert on contingencies arising from loan activities
  • Holland & Knight LLP
  • USA
  • January 24 2011

On December 20, 2010, the PCAOB issued Staff Audit Practice Alert No. 7, Auditor Considerations of Litigation and Other Contingencies Arising From Mortgage and Other Loan Activities, to advise auditors that the potential risks and costs associated with mortgage and foreclosure-related activities or exposures could have implications for audits of financial statements or of internal control over financial reporting


SEC staff issued interpretations on change of accountants
  • Holland & Knight LLP
  • USA
  • January 24 2011

On January 14, 2011, the Division of Corporation Finance issued new CDIs regarding change of accountants


Corporate governance and executive compensation provisions in the Dodd-Frank Wall Street Reform and Consumer Protection Act
  • Holland & Knight LLP
  • USA
  • August 3 2010

On July 21, 2010, the President signed into law the "Dodd-Frank Wall Street Reform and Consumer Protection Act" ("Dodd-Frank"