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ISS releases 20 FAQs on 2012 compensation guidelines
  • Holland & Knight LLP
  • USA
  • February 7 2012

On January 25, 2012, Institutional Shareholder Services (ISS) released 20 frequently asked questions on its 2012 compensation guidelines


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 proposes rules requiring disclosure of incentive-based compensation arrangements at financial institutions
  • Holland & Knight LLP
  • USA
  • 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’s Chief Accountant addresses status of accounting and auditing standards projects
  • Holland & Knight LLP
  • USA
  • June 7 2010

On May 21, 2010, the SEC's Chief Accountant, James Kroeker, testifying before a Subcommittee of the U.S. House Committee on Financial Services, addressed the status of various accounting and auditing standards matters that the SEC is working on in conjunction with the Financial Accounting Standards Board (FASB) and the Public Company Accounting Oversight Board (PCAOB


SEC Commissioner Aguilar gives speech on board diversity
  • Holland & Knight LLP
  • USA
  • 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


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


ISS issues two sets of FAQS: 102 FAQS on compensation policies and 77 FAQS on non-compensation-related questions
  • Holland & Knight LLP
  • USA
  • January 9 2013

On December 20, 2012, ISS released two lengthy sets of FAQs on 2013 compensation and non-compensation related policies. The following are issues addressed


SEC approves rule change on broker nonvotes and executive pay
  • Holland & Knight LLP
  • USA
  • October 11 2010

On September 24, 2010, the SEC approved a NASDAQ rule change on an accelerated basis that amends its proxy voting rule


NYSE deems group of governance proposals to be "non-routine"
  • Holland & Knight LLP
  • USA
  • February 7 2012

On January 25, 2012, the NYSE released Informational Memo 12-4 which announced revisions to the applicability of Rule 452 to certain types of corporate governance proxy proposals


Two say-on-pay related derivative suits recently dismissed
  • Holland & Knight LLP
  • USA
  • March 26 2012

Recently, two say-on-pay related derivative suits were dismissed by courts in California and Maryland