Corporate and Securities
Client Alerts
2012
2011
- SEC Confirms It Will Not Appeal Proxy Access Ruling (September 9, 2011)
- Recent Ruling Provides Roadmap For Potential Dodd-Frank Challenges (August 30, 2011)
- U.S. Court of Appeals Rejects SEC Proxy Access Rule (July 28, 2011)
- PCAOB Seeks Comments On Possible Changes To Reports On Audited Financial Statements (July 20, 2011)
- IRS Proposes New Regulations To Clarify Section 162(m) Performance-Based Compensation Exemption (July 13, 2011)
- SEC Adopts Final Dodd-Frank Whistleblower Rules (June 13, 2011)
- SEC Proposes Rules to Disqualify Felons and Other "Bad Actors" From Rule 506 Offerings (June 8, 2011)
- Say-On-Pay Votes: Recap of Inaugural Season to Date (May 25, 2011)
- SEC Issues Proposals to Implement Dodd-Frank Act Compensation Committee Requirements (April 12, 2011)
- Delaware Court Upholds Use of Poison Pill Defense in Hostile Takeover Context (March 23, 2011)
- SEC Adopts Final Say-On-Pay Rules (February 14, 2011)
- SEC Proposes Rule to Amend "Accredited Investor" Definition to Conform with Dodd-Frank Act (February 3, 2011)
- SEC Charges NIC Inc. and Four Executives for Failing to Disclose CEO Prerequisites (February 3, 2011)
- SEC Proposes Rules to Implement Dodd-Frank Conflict Minerals Disclosure Requirements (January 4, 2011)
2010
- ISS Issues 2011 Policy Updates (December 8, 2010)
- Delaware Supreme Court Invalidates Bylaw Provision That Would Have Shortened Terms of Staggered Board (December 3, 2010)
- SEC Proposes Rules To Implement Dodd-Frank Whistleblower Program (November 22, 2010)
- SEC Issues Proposals to Implement Dodd-Frank Act Say-on-Pay Requirements (October 27, 2010)
- Implicit "Signals" to Analysts Result in Regulation FD Liability (October 27, 2010)
- Ruling Suggests Delaware Corporations with Staggered Boards Review Annual Meeting Terms (October 18, 2010)
- SEC Issues Stay Of Shareholder Proxy Access Rules Pending Judicial Review (October 5, 2010)
- SEC Takes Steps to Enhance Short-Term Borrowings and Liquidity and Capital Resources Disclosures (September 27, 2010)
- Dodd-Frank Solicits Whistleblowers (September 22, 2010)
- Dodd-Frank Act Governance and Compensation Requirements: A "Punch List" of Action Items (September 20, 2010)
- SEC Adopts New Proxy Access Rules (September 9, 2010)
- SEC Seeks Comments on Comprehensive Review of U.S. Proxy Voting System (August 5, 2010)
- Dodd-Frank Act Permanently Exempts Non-Accelerated Filers From SOX Auditor Attestation Requirement (July 29, 2010)
- Dodd-Frank Act Modifies "Accredited Investor" Definition and Creates Additional Bad Boy Disqualification for Regulation D Offerings (July 28, 2010)
- Dodd-Frank Act's Corporate Governance and Executive Compensation Provisions Will Impact Public Companies' Disclosures and Practices (July 22, 2010)
- SEC Settles Sarbanes-Oxley Enforcement Action with CEO Despite No Allegation Of Fraudulent Misconduct (June 9, 2010)
- U.S. Sentencing Commission Amends Sentencing Guidelines for Organizations (April 22, 2010)
- Health Care Reform Legislation Becomes Law-Many Provisions Effective This Year-Employers Need to Take Action (April 1, 2010)
- SEC Regulation FD Action Emphasizes Importance of Simultaneous Disclosure (March 12, 2010)
- SEC Approves Statement on Global Accounting Standards (March 3, 2010)
- SEC Amends E-Proxy Rules (February 25, 2010)
- SEC Issues Interpretive Guidance on Climate Change Disclosure (February 10, 2010)
- RiskMetrics Group Unveils New Governance Risk Rating System (February 9, 2010)
- SEC Proposes Amendments To Issuer Repurchase Safe Harbor (February 2, 2010)
- Hot Topics For Public Company Boards of Directors and Management in 2010 (January 28, 2010)
2009
- NYSE Amends Certain Listed Company Corporate Governance Requirements (December 23, 2009)
- SEC Adopts Amendments to Proxy Discloure Rules (December 21, 2009)
- NASDAQ Amends Rules Requiring Prior Notice of Material Developments (December 11, 2009)
- IRS Issues Final ESPP Regulations and Reporting Requirements for ISOs and ESPPs (November 30, 2009)
- SEC Announces Settlement of First Regulation G Enforcement Action (November 19, 2009)
- SEC Proposes Rules To Require Credit Ratings Disclosures (November 12, 2009)
- SEC Proposes Amendments To E-Proxy Rules (October 20, 2009)
- SEC Announces Further Delay of Auditor Attestation Requirement for Non-Accelerated Filers (October 6, 2009)
- Recent SEC Regulation FD Action Emphasizes Importance of Corporate Compliance Policies and Corrective Action (September 30, 2009)
- NYSE Proposes Changes To Certain Corporate Governance Requirements (September 28, 2009)
- SEC Seeks Sarbanes-Oxley Clawback Of CEO Compensation Despite No Allegation of Fraudulent Misconduct (July 28, 2009)
- SEC Proposes Amendments to Proxy Disclosure and Solicitation Rules (July 23, 2009)
- SEC Extends NYSE Listing Requirements Relief (July 16, 2009)
- SEC Eliminates Discretionary Voting by Brokers in Director Elections (July 6, 2009)
- Treasury Issues New TARP Compensation and Governance Standards (June 23, 2009)
- Shareholder Bill Of Rights Legislation Proposed (June 5, 2009)
- SEC Proposes To Broaden Shareholder Proxy Access (May 27, 2009)
- Amendments Adopted to Delaware General Corporation Law (April 16, 2009)
- NASDAQ Further Extends Price and Market Cap Listing Suspension (April 1, 2009)
- SEC Approves Additional NYSE Measures to Ease Continued Listing Standards (March 9, 2009)
- Silence is Not Golden: SEC No Action Letter Indicates that Certain Tenant In Common Interests are Securities (February 26, 2009)
- SEC Adopts Final Rules Requiring XBRL Filing Of Financial Statements (February 11, 2009)
- SEC Approves NYSE Temporary Reduction of Minimum Market Cap Standard (January 28, 2009)
- Hold 'Til Retirement Policies And Clawback Provisions: Growing Trends In Executive Compensation (January 26, 2009)
- NASDAQ Price And Market Cap Listing Suspension Extended (January 13, 2009)
- Companies Required To File Form D Notices Electronically Starting March 16, 2009 (January 6, 2009)
2008
- SEC Proposes Roadmap For Mandatory Use Of IFRS By U.S. Public Companies (November 25, 2008)
- Deadline Approaches for Capital Purchase Program Applications (November 10, 2008)
- Treasury Issues New EESA Executive Compensation Guidance (October 23, 2008)
- SEC Approves Temporary Suspension Of NASDAQ Minimum Bid Price And Market Cap Listing Requirements (October 20, 2008)
- Corporate Opportunities in the Market Turmoil (October 16, 2008)
- Impact Of The Emergency Economic Stabilization Act Of 2008 On Executive Compensation Design (October 7, 2008)
- SEC And FASB Staffs Provide Clarifications on Fair Value Accounting (October 3, 2008)
- SEC Issues Temporary Emergency Order To Facilitate Issuer Repurchases (September 22, 2008)
- Director & Officer Questionnaires: Think Carefully Before You Check the No Box (September 16, 2008)
- SEC Announces Successor To EDGAR Database (August 26, 2008)
- IRS Issue Proposed ESPP Regulations (August 12, 2008)
- SEC Issues Guidance Regarding Company Web Sites (August 6, 2008)
- SEC Adopts Delay Of Auditor Attestation Requirement For Non-Accelerated Filers (July 10, 2008)
- FASB Proposes Significant Amendments To Loss Contingency Disclosure (July 9, 2008)
- Delaware Continues to Address Advance Notice Bylaws—Provisions Will Be Construed Narrowly (June 19, 2008)
- SEC Proposes Rules Requiring XBRL Filing Of Financial Statements (June 10, 2008)
- Delaware Court Upholds Limitation on Director Indemnification Advancement Rights (June 6, 2008)
- SEC Issues Section 21(a) Report on Importance of Insider Trading Compliance Programs (April 29, 2008)
- IRS Reaffirms Its Position Restricting Availability of Performance-Based Compensation (February 27, 2008)
- SEC Proposes Delay Of Auditor Attestation Requirement For Non-Accelerated Filers (February 21, 2008)
- SEC Publishes Final Rules On Electronic Filing And Revision Of Form D (February 20, 2008)
- Recent IRS Ruling May Impact Employers' Deduction Under Code Section 162(m) (February 5, 2008)
- SEC Amends Procedures For Payment Of Fees And Designates U.S. Bank As New Lockbox Depository (January 31, 2008)
- U.S. Supreme Court Rejects Scheme Liability In Stoneridge Case (January 28, 2008)
- SEC Adopts Regulatory Relief for Smaller Reporting Companies (January 8, 2008)
- SEC Adopts Revisions To Form S-3 Eligibility Requirements (January 2, 2008)
2007
- SEC Adopts Revisions To Rules 144 And 145 (December 21, 2007)
- Shareholder Access: New Rule, Same Interpretation (December 17, 2007)
- SEC Adopts New Exchange Act Registration Exemptions for Compensatory Stock Options (December 11, 2007)
- SEC Issues Observations on Executive Compensation Disclosures (November 12, 2007)
- Fate of SEC Shareholder Access Proposals Remains Uncertain (October 15, 2007)
- The Relief That Isn't: Treasury Extends Certain Deadlines under Code Section 409A (September 21, 2007)
- FCPA Enforcement Action Trend Continues With Textron Settlement (September 21, 2007)
- SEC Proposes Revisions to Regulation D (September 5, 2007)
- Internal Control Over Financial Reporting: SEC Adopts Interpretive Guidance and PCAOB Adopts New Auditing Standard (August 31, 2007)
- SEC Proposes Revisions to Rules 144 and 145 (August 16, 2007)
- SEC Adopts Amendments To Proxy Rules To Provide Shareholder Choice Regarding Access To Proxy Materials (August 9, 2007)
- SEC Proposes New Exchange Act Registration Exemptions for Compensatory Stock Options (July 19, 2007)
- SEC Proposes Regulatory Relief for Smaller Reporting Companies (July 18, 2007)
- SEC Proposes Revisions to Form D and Regulation D (July 12, 2007)
- SEC Proposes Revisions to Form S-3 Eligibility Requirements (July 5, 2007)
- SEC Settles Enforcement Action Against IBM Over Form 8-K Filed Following Analyst Conference Call (July 2, 2007)
- Final Code Section 409A Regulations May Trigger Need To Amend Equity Plans Before Year-End (June 14, 2007)
- Delaware Chancery Court Finds Backdating and Spring-loading May Violate Fiduciary Duties (March 1, 2007)
- SEC Adopts Rules Facilitating Internet Delivery of Proxy Materials and Proposes Required Compliance (February 13, 2007)
- Internal Control Over Financial Reporting: Proposed Interpretive Guidance, Proposed Rulemaking And... (January 24, 2007)
- SEC Amends Executive Compensation Disclosure Rules for Stock-based Awards (January 3, 2007)
2006
- IRS Extends Plan Amendment Deadline Under Code Section 409A; Action By Year End Still Required For Certain Events (October 27, 2006)
- SEC Office Of The Chief Accountant Issues Guidance On Accounting For Stock Options (September 28, 2006)
- SEC Adopts Significant Changes to Executive Compensation and Related Disclosure Rules (August 30, 2006)
- Anti-Dilution Provisions in Equity Plans May Cause Significant Compensation Charges (August 4, 2006)
- Option Grant Practices Come Under Even Greater Scrutiny As SEC Acts To Address Option Backdating Issue (July 27, 2006)
- Delaware Supreme Court Affirms the Court of Chancery's Disney Decision (June 26, 2006)
- SEC Proposes Significant Changes to Executive Compensation and Related Disclosures (February 16, 2006)
- Equity Plan Design Changes Required To Comply With Code Section 409A Proposed Regulations (January 25, 2006)
2005
- SEC Proposes Rules That Would Facilitate Internet Delivery of Proxy Materials (December 20, 2005)
- Option Grant and Exercise Practices Under Scrutiny (November 29, 2005)
- ISS Announces Policy on Majority Voting Proposals (November 28, 2005)
- SEC Postpones Internal Controls Compliance Date for Non-Accelerated Filers and Proposes Changes to Accelerated Filer Definition...(October 4, 2005)
- SEC Complaint Alleging Violation of Regulation FD Dismissed (September 14, 2005)
- Is Your Form 10-K Complete? Better Check the Tax Code (September 8, 2005)
- SEC Charges Against Former Kmart Executives Emphasize SEC Focus on Executives' Role in MD&A Disclosures (September 7, 2005)
- SEC Adopts Significant Reforms to Registered Securities Offering Process (September 2, 2005)
- SEC Adopts Significant Reforms to Registered Securities Offering Process (September 2, 2005)
- Delaware Court of Chancery Finds No Liability For Disney Directors (August 15, 2005)
- Delaware Court of Chancery Finds No Liability For Disney Directors (August 15, 2005)
- New NYSE and NASD Rules Limit Research Analyst Communications With Company Management (May 9, 2005)
- SEC Postpones Compliance Dates for Option Expensing (April 20, 2005)
- SEC Issues Option Expensing Guidance (April 7, 2005)
- SEC Charges Another Public Company with Violating Regulation FD (March 28, 2005)
- SEC Staff Alert Highlights Common Issues Arising in Annual Reports (March 14, 2005)
- Complaint Alleges that Payment of Excessive Compensation Constitutes Breach of Fiduciary Duties (February 23, 2005)
- SEC Charges Google and its General Counsel with Violations of Securities Laws and Reaches Settlement (January 26, 2005)
- WorldCom Directors Pay Settlement From Personal Assets (January 20, 2005)
2004
- SEC Proposes Substantial Reforms to Registered Securities Offering Process (December 15, 2004)
- SEC Approves Amendments to NYSE Corporate Governance Listing Standards (November 29, 2004)
- Federal Sentencing Guidelines Toughen Requirements for CorporateCompliance and Ethics Programs (November 19, 2004)
- Nonqualified Deferred Compensation Legislation Requires ImmediateConsideration of Existing Plans (October 12, 2004)
- SEC Settlement With GE Shows Increased Scrutiny of Executive Compensation Disclosure (October 5, 2004)
- Unauthorized Company Listings on Berlin-Bremen Stock Exchange (June 15, 2004)
- SEC Provides Informal Guidance Regarding Reporting Issuer Repurchases or Equity Securities In Employee Plan Transactions (June 10, 2004)
- Audit Committees Beware: Auditors are Required to Evaluate Your Effectiveness Under PCAOB's New Internal Control Auditing Standard (April 7, 2004)
- Audit Committees Beware: Auditors are Required to Evaluate Your Effectiveness Under PCAOB's New Internal Control Auditing Standard (April 7, 2004)
- SEC Expands Form 8-K Filing Requirements and Accelerates FilingDeadline (April 7, 2004)
- SEC Issues Guidance Regarding MD&A Disclosure (January 22, 2004)
2003
- SEC Adopts Rules Regarding Disclosure of Nominating Committee Functions and Communications Between Shareholders and BOD (December 19, 2003)
- SEC Amends Safe Harbor for Company Repurchases of Equity Securities and Adds New Disclosure Requirements (December 15, 2003)
- SEC Approves NASDAQ Corporate Governance Rules (December 4, 2003)
- NYSE Adopts Final Corporate Governance Rules (November 26, 2003)
- SEC Approves Nasdaq Corporate Governance Rules (November 26, 2003)
- NASDAQ Rule Requiring Review and Approval of Related Party Transactions Effective January 15, 2004 (November 19, 2003)
- Reminder of Accelerated Filing Deadlines for Forms 10-K and 10-Q (November 5, 2003)
- SEC Proposes Rules Regarding Shareholder Access to The Director Nomination Process (November 4, 2003)
- SEC Proposes Rules Regarding Shareholder Access to the Director Nomination Process (October 31, 2003)
- SEC Proposes Rules Regarding Disclosure of Nominating Committee Functions and Communications Between Shareholders and BOD (August 21, 2003)
- SEC Standards of Professional Conduct for Attorneys Become Effective August 5, 2003 (July 23, 2003)
- NYSE and NASDAQ Shareholder Approval Rules for Equity Compensation Plans Now Effective (July 16, 2003)
- SEC Approves NYSE and Nasdaq Shareholder Approval Rules for Equity Compensation Plans (July 14, 2003)
- Forms 3, 4 and 5 Must Now Be Filed Electronically and Posted on Issuer's Website (July 1, 2003)
- SEC Adopts Final Rules Regarding Management's Reports on Internal Control over Financial Reporting and Certification... (June 27, 2003)
- SEC Adopts Final Rules Regarding Improper Influence on the Conduct of Audits (June 9, 2003)
- Department of Labor Adopts Interim Final Rules Regarding Whistleblower Complaints (June 5, 2003)
- SEC Adopts Final Rules Regarding Improper Influence on the Conduct of Audits (May 29, 2003)
- SEC Adopts Standards for Audit Committees of Listed Public Companies (May 27, 2003)
- SEC Adopts Rules Regarding Electronic Filing and Posting of Forms 3, 4 and 5 (May 23, 2003)
- SEC Requires Audit Committee Pre-Approval of Non-Audit Services By Auditors Effective May 6, 2003 (May 1, 2003)
- SEC Adopts Standards Relating to Listed Company Audit Committees (April 28, 2003)
- NYSE and NASDAQ File Amended Corporate Governance Rule Proposals With the SEC (March 27, 2003)
- SEC to Require the Filing of Earnings Releases Effective March 28, 2003 (March 17, 2003)
- Public Companies Must Comply with SEC Rules Regarding Use of Non-GAAP Financial Measures Effective March 28, 2003 (March 12, 2003)
- SEC Adopts Rules Regarding Auditor Independence and Retention of Audit Records (March 11, 2003)
- SEC Releases Summary of Significant Disclosure Issues Addressed in its Review of Fortune 500 Companies (February 27, 2003)
- SEC Adopts Final Rules Regarding Minimum Standards of Professional Conduct for Attorneys (February 20, 2003)
- SEC Adopts Rules Regarding Disclosure in MD&A About Off-Balance SheetArrangements and Aggregate Contractual Obligations (February 12, 2003)
- SEC and DOL Adopt Final Rules Regarding Pension Fund Blackout Periods (February 11, 2003)
- SEC Adopts Final Rules Regarding Audit Committee Financial Experts and Codes of Ethics (February 5, 2003)
- SEC Adopts Final Rules Regarding Conditions for Use of Non-GAAP Financial Measures and New Filing Requirements under Form 8-K (February 5, 2003)
- SEC Proposes Standards Relating to Listed Company Audit Committees (January 28, 2003)
- SEC Proposes Rules Regarding Electronic Filing and Posting of Forms 3, 4 and 5 (January 6, 2003)
2002
- SEC Proposes Rules Regarding Auditor Independence and Retention of Audit Records (December 23, 2002)
- SEC Proposed Minimum Standards of Professional Conduct for Attorneys (December 2, 2002)
- SEC Proposes Rules Regarding: MD&A Disclosure of Off-Balance Sheet Arrangements, Contractual Obligations...(November 25, 2002)
- SEC and DOL Propose Rules Regarding Pension Fund Blackout Periods (November 18, 2002)
- SEC Proposes Changes to NYSE and Nasdaq Shareholder Approval Rules for Equity Compensation Plans (October 29, 2002)
- SEC Proposes Rules Regarding Improper Influence on the Conduct of Audits, Financial Experts, Codes of Ethics and Internal Controls (October 29, 2002)
- Nasdaq Board Approves Changes to Corporate Governance Standards (September 20, 2002)
- SEC Announces Final Rules Relating to Acceleration of Periodic Report Filing Deadlines... (September 16, 2002)
- New York Stock Exchange Proposed Changes to Corporate Governance Standards (September 10, 2002)
- SEC Adopts Rules Requiring Certification of Quarterly and Annual Reports (September 10, 2002)
- SEC Announces Amendments to the Section 16 Rules (August 28, 2002)
- Impact of Sarbanes-Oxley Act of 2002 on Retirement Plan and Executive Compensation Matters (August 21, 2002)
- Effect of Sarbanes-Oxley Act of 2002 on Insider Transactions (August 21, 2002)
- Sarbanes-Oxley Act of 2002 Corporate and Accounting Reforms (August 5, 2002)
- New York Stock Exchange Proposed Changes to Corporate Governance Standards (July 2002)
- Nasdaq Proposed Changes to Corporate Governance Standards (July 2002)
- Proposed SEC Rules Requiring Certification of Quarterly and Annual Reports (July 2002)
- Proposed SEC Rules Relating to Disclosure in Management's Discussion and Analysis about the Application of Critical Accounting Policies (July 2002)
- SEC Release Concerning New Requirements for Form 8-K Disclosure and Filing Deadlines (July 2002)
- Proposed SEC Rules Relating to Acceleration of Periodic Report Filing Deadlines and Disclosure of Insider Transactions (May 2002)
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Jeffrey Howland
Winston-Salem || (336) 721-3516