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SEC Clarifies Relationship between HSR Investment Intent and 13DG Status
  • Stinson Leonard Street LLP
  • USA
  • July 14 2016

The SEC has issued a new Compliance and Disclosure Interpretation (8-K 103.11) that clarifies the interaction between the investment intent exemption


SEC Proposes Increasing Threshold to Qualify as a Smaller Reporting Company
  • Stinson Leonard Street LLP
  • USA
  • June 27 2016

The SEC has proposed amendments that would increase the financial thresholds in the "smaller reporting company" definition. The proposal to update


Pay Ratio Disclosures Begin to Appear in Proxy Statements
  • Stinson Leonard Street LLP
  • USA
  • April 10 2016

Some companies have begun to disclose pay ratios in their proxy statements in advance of the SEC requirement. We have included a sample below. Of


SEC Issues Guidance on Description of Shareholder Proposals on Proxy Cards
  • Stinson Leonard Street LLP
  • USA
  • March 22 2016

Rule 14a-4(a)(3) requires that the form of proxy “identify clearly and impartially each separate matter intended to be acted upon.” The SEC has


SEC Approves Nasdaq Rule Change to Permit Issuers to Regain Compliance Before Delisting for Failure to Hold Annual Meeting
  • Stinson Leonard Street LLP
  • USA
  • February 14 2016

The SEC has approved a Nasdaq rule change to permit Nasdaq to exercise discretion to grant an extension to regain compliance before delisting a


Proxy advisory firms release 2016 policy updates
  • Stinson Leonard Street LLP
  • USA
  • December 14 2015

Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis) recently released policy updates for the upcoming 2016 proxy season


SEC Wants to Know Where You Are at on Revenue Recognition
  • Stinson Leonard Street LLP
  • USA
  • December 12 2015

Members of the SEC and staff gave various presentations at the 2015 AICPA Conference on Current SEC and PCAOB Developments. Much of it contains


SEC Provides Guidance on FAST Act
  • Stinson Leonard Street LLP
  • USA
  • December 10 2015

The SEC has provided two pieces of guidance on the FAST Act. The first is in the general nature of an announcement describing the provisions of the


A small point for your proxy statement - this year or next
  • Stinson Leonard Street LLP
  • USA
  • December 2 2015

Part of the required audit committee report, set forth in Item 407(d)(3)(i)(B), has a tortured history. As currently written, it requires the audit


ISS issues 2016 policy updates
  • Stinson Leonard Street LLP
  • USA
  • November 20 2015

Current ISS policy considers a director “overboarded” if he or she sits on more than six public company boards - or if he or she is also a CEO, more