The Securities and Exchange Commission has issued a new set of interpretations regarding Section 16 of the Securities Exchange Act, which governs the reporting obligations of corporate insiders. The interpretations, which supersede those found in the Telephone Interpretations Manual and FAQs that related to Section 16, consolidate a collection of existing interpretive guidance previously located […]
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Proxy Roundtable Brings New Thoughts On Broker Vote
A forum to seek input on proxy voting rules has re-opened the debate over the controversial practice of broker voting, with a one new alternative being suggested and another rule proposal filed. Broker voting was among the topics discussed at a May 24 roundtable on the proxy process. The half-day forum was the second in […]
SEC Looks To Ease Small-Company Burdens
While the Securities and Exchange Commission’s internal control guidance grabbed the spotlight last week, the Commission also proposed a series of measures to modernize the capital raising and reporting requirements for smaller companies, which experts say will make it easier and cheaper for those companies to raise capital. Patel “For smaller businesses, this is huge,” […]
Final 409A Regs Hold Some Good News
Long-awaited final rules governing the tax treatment of nonqualified deferred compensation hold some good news for companies, but they must act quickly—and carefully—to take advantage of the added flexibility, experts say. The final regulations under Section 409A, a complex set of rules that govern the tax treatment of nonqualified deferred compensation, span almost 400 pages […]
Shift From Rules- To Principles-Based World
A who’s who of the securities regulation world gathered in New York last week. The agenda: to debate the merits of rules-based or principles-based enforcement. The conclusion, such that it was: Anyone hoping regulators will decisively embrace one system or the other should forget about it. Numerous reports have cropped up in the United States […]
SEC Makes Its Moves On Proxy Access, IFRS
Shareholder access to the proxy statement—an idea anathema to most of Corporate America, but nevertheless one forcing itself upon boardrooms anyway—is back on the agenda for the Securities and Exchange Commission. The SEC has scheduled a trio of roundtables on shareholder rights and the federal proxy rules, including one to examine the relationship between federal […]
The FCPA—Best Practices For A New Climate
In the movie “Syriana,” a lawyer investigates irregular payments by a U.S. oil company to secure concessions in Kazakhstan. When the lawyer confronts Danny Dalton, one of the oil company’s directors, Dalton retorts: “Corruption? Corruption ain’t nothing more than government intrusion into market efficiencies in the form of regulation … We have laws against it […]
Expensing Rule Drives Stock Awards
Exclusive research provided to Compliance Week shows that the equity-compensation landscape has changed dramatically over the past two years, since new accounting rules required public companies to expense the value of stock options granted to employees. While stock options remain the most popular form of equity compensation, companies are doling out far fewer options than […]
Proxy Disclosure Guidance; New FPI Rules
Companies that have yet to file your proxy statements, take note: The Securities and Exchange Commission has released new Compliance and Disclosure Interpretations related to its new proxy statement disclosure requirements. Goodman “If their proxy is still in the draft stage, companies should be sure to look to see that their draft comports with what […]
New Proxy Disclosure Best Practices Emerge
Executives who are planning to review the proxy statements of their peers this spring—to see how others are complying with the new rules for disclosure of executive compensation—should plan to give themselves a little extra time. A look at the first batch of preliminary and final proxy statements that have trickled in to the Securities […]


