Pay Ratio Disclosure Rule Likely to Remain in Effect for the 2018 Proxy Season

Despite optimism during the early days of the Trump administration that the SEC’s pay ratio disclosure rule was on the chopping block, the bitter reality is settling in: it is likely that most public companies will be required to include CEO pay ratio disclosure in their 2018 proxy statements.

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Major Indexes Push Back Against Non-Voting Shares

Late last month, two major stock index firms announced decisions to partially or fully exclude from their indexes companies with multi-class share structures.

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Fed Proposes “Board Effectiveness” Standards for Financial Institutions

On August 3, the Board of Governors of the Federal Reserve System proposed metrics for “board effectiveness” as part of a broader document on proposed supervisory guidance for all institutions under Fed supervision.

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Recent $29.2 Million FCPA Settlement with Major Contractor Cites Bids and Bookkeeping, Not Bribes

The Foreign Corrupt Practices Act of 1977 (FCPA) is associated with bribes, but a recent SEC enforcement order against a major defense contractor reminds companies that the law is also about bids and bookkeeping as well.

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“London Whale” Case Shows Difficulty of Assigning Individual Blame for Corporate Behaviors

The recent decision by the U.S. government to close its criminal case against traders at JPMorgan Chase charged with concealing billions of dollars in losses reveals how difficult it is to assign individual blame in a corporate matter.

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SEC Publishes New Guidance on Omission of Historical Financial Information from Registration Statements

On August 17, the SEC updated its compliance and disclosure interpretations (CDIs) to provide additional guidance on what historical financial information may be omitted from registration statements.

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The Ticker shares recent developments in SEC compliance, capital markets, corporate governance, executive compensation and other matters important to public companies and their officers and directors.  It is published by Fredrikson & Byron’s Public Companies Group.