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Results: 1-10 of 72

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


Delaware court refuses to enjoin merger despite lack of typical fiduciary safeguards due to board's expertise in corporation's business
  • Holland & Knight LLP
  • USA
  • November 7 2011

Under Delaware law, a board of directors entering into a change of control transaction involving the sale of a company must secure the best value reasonably attainable for the company's stockholders


Negative "say-on-pay" advisory votes continue; derivative suits filed for other companies that received "negative" votes
  • Holland & Knight LLP
  • USA
  • May 2 2011

Three additional companies have failed to obtain majority support in their say-on-pay votes: Umpqua Holdings Corporation, Stanley Black & Decker, Inc. and Navigant Consulting


SEC approves final rules for pay ratio disclosure
  • Holland & Knight LLP
  • USA
  • August 26 2015

SEC Commissioners voted to approve the final "pay ratio" disclosure rules intended to help shareholders evaluate executive compensation practices


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


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


Court rejects shareholder proposal due to insufficient proof of ownership
  • Holland & Knight LLP
  • USA
  • April 11 2011

Rather than attempt to exclude a shareholder proposal through the normal SEC channels, a company filed a lawsuit in the Federal District Court for the Southern District of Texas seeking a declaratory judgment that would allow the company to exclude the shareholder proposal submitted by John Chevedden due to his alleged lack of eligibility


ISS publishes draft proxy voting guidelines
  • Holland & Knight LLP
  • USA
  • November 7 2011

On October 18, 2011, Institutional Shareholder Services, Inc. (ISS) published for comment its proposed 2012 updates to its proxy voting guidelines


Delaware enjoins vote on merger pending curative disclosure
  • Holland & Knight LLP
  • USA
  • March 14 2011

On March 4, 2011, the Delaware Chancery Court enjoined a target from holding a shareholder meeting to vote on the approval of a merger agreement pending dissemination of curative proxy disclosure of both the amount of contingent fees to be paid to its investment adviser and the negotiations regarding the compensation that the CEO and president of the target would receive when he joined the acquirer after consummation of the merger