Up to Date: Current Developments in Securities Laws

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Securities

2014

Issue 14: January 2014

Disclosure Trends

  • Disclosure Pendulum May Start Swinging Back

Corporate Governance

  • NASDAQ Amended its Independence Standards for Compensation Committee Members

Proxy Season

  • Board Diversity and Political Contributions Disclosure Continue to Get ISS Support

JOBS Act Update

  • SEC Proposed "Regulation A+" Amendments

Private Placement Corner

  • SEC Guidance on "Bad Actor" Disqualifications from Rule 506 Offerings
  • SEC Issued Guidance on Private Placements Involving General Solicitation

SEC Comment Letter Trends

  • Looking Back—2013 SEC Comment Letter Trends
Download the full January 2014 issue of Up to Date

 

2013

Issue 13: November 2013

Disclosure Trends

  • Is Less More? SEC Chair White Speaks on the Future of Disclosure Reform
  • Proposal Pay Ratio Disclosure-Delicate Balancing Act Between Congressional Mandate and Practical Implementation

SRO News

  • FINRA Enhances its Public Offering Review Process

Private Placement Corner

  • The SEC and FINRA Issue Proposed Crowdfunding Rules
  • Breaking Bad (Boy): SEC Issues Felon and "Bad Actor" Disqualification Guidance

Corporate Governance

  • Board Oversight of Political Contributions is Steadily Rising

Insider Trading Updates

  • Cuban Jury to SEC-No Cigar; Heinz Tippees Revealed But Who Were the Tippers?)

SecuritiesNewsWatch.com

  • Follow our Securities News Watch Blog for the latest news and information on the JOBS Act, Corporate Governance, Executive Compensation, and Securities Matters.

Download the full November 2013 issue of Up to Date

Issue 12: July 2013

Articles:

  • To Use or Not to Use General Solicitation and General Advertising in Private Placements?
  • Private Funds Will Also Be Able To Engage in General Solicitations
  • SEC Adopts "Me Too" Amendments for Rules 144A
  • No Rule 506 Offerings for Bad Boys: Felons and Other "Bad Actors"
  • Burn, Baby, Burn—Reg D Inferno
  • The SEC Proposed Extensive Additional Requirements for the General Solicitation of Investors Under Rule 506(c)

SecuritiesNewsWatch.com

  • Follow our Securities News Watch Blog for the latest news and information on the JOBS Act, Corporate Governance, Executive Compensation, and Securities Matters.

Download the full July 2013 issue of Up to Date

Issue 11: May/June 2013

Practice Tips and Reminders

  • The July 1st Compliance Date for Certain of the New NASDAQ and NYSE Compensation Committee Rules is Around the Corner
  • Corporate Governance Will Play an Important Role in Swaps
  • You Can’t Shoot Zombie Directors

SRO Updates

  • NYSE Proposes to Move to Only Website Disclosure of Listing Application Materials and to Otherwise Streamline its Listing Application Process

PCAOB/SEC News

  • Your Auditors Will Probe Deeper into Related Party Transactions
  • Cavete Publici Officialis

Legislative Corner

  • Disclosure and Further Regulation of Public Company Political Contribution is Coming—It is Just a Matter of When

Conflict Minerals Update

  • Status of Challenge to Conflict Minerals Rule
  • Digging Deeper—SEC Issues FAQs Regarding the Conflict Minerals Rule

SecuritiesNewsWatch.com

  • Follow our Securities News Watch Blog for the latest news and information on the JOBS Act, Corporate Governance, Executive Compensation, and Securities Matters.

Download the full May/June 2013 issue of Up to Date

Issue 10: March/April 2013

SEC News

  • The Green Light to Social Media Use for Regulation FD Purposes Looks More Like Yellow
  • Land of Honest Abe Not So Honest?

Insider Trading Update

  • Beware Inside Traders: SEC has "57 Varieties" of Ways to Get You!
  • No Cigar: Court Rejects Motion to Dismiss Cuban Insider Trading Case

Investment Advisor Regulation

  • SEC Issues Additional FAQs Regarding Form PF
  • SEC Provides Guidance on the Custody Rule

JOBS Act Coverage

  • Broker-Dealer FAQs under the JOBS Act

NASDAQ News

  • Nasdaq Proposal Would Require Internal Audit Function

Practice Tips

  • Take Care When Using Finders

Legislative Corner

  • Legislative Developments Regarding the Dodd-Frank Act

SecuritiesNewsWatch.com

  • Follow our Securities News Watch Blog for the latest news and information on the JOBS Act, Corporate Governance, Executive Compensation, and Securities Matters.

Download the full March/April 2013 issue of Up to Date

2012

Issue 9: December 2012/January 2013

Practice Tips

  • Say What? Smaller Reporting Companies Subject to Say-on-Pay in 2013
  • 10b5-1 Plans Making Headlines Directors
  • Beware: This Seinfeld Not So Funny

SEC News

  • Are Your Executives Posting Company Information on Facebook or Other Social Media Websites? The SEC Is Watching.
  • SEC Issues Compliance and Disclosure Interpretations on Disclosure of Activities Relating to Iran
  • Welcome a New Type of SEC Filing—IRANNOTICE

NASDAQ/NYSE News

  • When Do You Need to Start Complying With New NASDAQ and NYSE Compensation Committee Rules?

SEC Comment Letter Trends

  • Common Disclosure Flaws

Proxy Season

  • New Form of Due Diligence: Relationships with Compensation Consultants

Corporate Governance

  • Indemnify Me, Maybe
  • The SEC Approved PCAOB Rules on Communications with Audit Committees

SecuritiesNewsWatch.com

  • Follow our Securities News Watch Blog for the latest news and information on the JOBS Act, Corporate Governance, Executive Compensation, and Securities Matters.

Download the full December 2012 / January 2013 issue of Up to Date

Issue 8: November 2012

Practice Tips

  • Effect of Hurricane Sandy Should Be Analyzed in Form 10-K Filings

NASDAQ News

  • Annual Fee Increase for NASDAQ-listed Companies
  • NASDAQ May Issue a Press Release Regarding Your Deficiency in Listing Standards

Proxy Season

  • Caught Between a Rock and a Hard Place
  • New Staff Legal Bulletin 14G Addresses Rule 14a-8 Shareholder Proposal Issues
  • ISS Releases 2013 Updates to Proxy Voting Guidelines

SEC Comment Letter Trends

  • SEC Updates Comment Letter Process

Corporate Governance

  • Advice and Insights for Audit Committees from the PCAOB Chairman

Download the full November 2012 issue of Up to Date

Issue 7: October 2012

Jobs Act Coverage

  • New SEC Guidance on Emerging Growth Companies
  • Draft Registration Statements Must Be Submitted to the SEC Via EDGAR

Corporate Governance

  • NYSE Proposes New Rules Related to Compensation Committee and Committee Adviser Independence
  • Nasdaq Compensation Committee Rules Will Become a Mini-Me of Its Audit Committee Rules
  • Political Spending Disclosure (Like Political Spending) Is on the Rise

Investment Adviser Regulation

  • SEC Issues Letter to New Investment Advisers Regarding Presence Exams

SEC Comment Letter Trends

  • The SEC Digs Deep to Determine Whether Your Company Should be Reporting Financial Information by Segment

Practice Tips

  • Over $85 Million in FCPA Fines and Penalties Announced in the Past 90 Days—Is It Time to Add an FCPA Risk Factor?

Download the full October 2012 issue of Up to Date

Issue 6: June/July 2012

SEC News

  • New Compensation Committee Regime
  • SEC to Consider Dodd-Frank Act and JOBS Act Rulemaking in August 2012

FINRA and Exchange News

  • SEC Approves FINRA Rule Relating to Filing of Private Placements
  • NASDAQ Proposes to Expand an Exception to its Corporate Governance Rules

Practice Tips

  • Don't Leave Home Without These Clauses in Your Confidentiality Agreement

Investment Adviser Regulation

  • Political Contributions by Certain Investment Advisers: Ban on Third-Party Solicitation; Extension of Compliance Date

SEC Comment Letter Trends

  • SEC Comments Related to Emerging Growth Companies

Legislative Corner

  • Insurance for Compensation Clawbacks? Not if H.R. 5860 Becomes Law

Download the full June/July 2012 issue of Up to Date

Issue 5: May 2012

JOBS Act Coverage

  • JOBS Act "Regulation A+" Gets High Marks
  • New SEC FAQs on Emerging Growth Companies
  • SEC FAQs About Crowdfunding Intermediaries
  • SEC Provides Updated Instructions for Submitting Draft Registration Statements by Emerging Growth Companies and Foreign Private Issuers

SEC News

  • SEC Charges Deloitte & Touche's Chinese Affiliate with Violating Sarbanes-Oxley

Investment Adviser Regulation

  • What Should Funds Expect in SEC Examinations?
  • SEC Issues New FAQs Related to Form ADV

Practice Tips

  • A Reminder from Yahoo Resume Blunders
  • Margin Call Sales Raise Securities Law Worries, or Wake Up and Smell the Coffee (Burning)

SEC Comment Letter Trends

  • PCAOB's Failure to Inspect Your Auditor Is a Risk Factor

Legislative Corner

  • Too Big to Exist and Conflict Minerals

Download the full May 2012 issue of Up to Date

Issue 4: April 2012

JOBS Act Coverage

  • JOBS Act Provides IPO "On-Ramp" for Emerging Growth Companies
  • Confidential Submission of Draft Registration Statements
  • SEC Issues FAQs on Exchange Act Registration and Deregistration

SEC News

  • SEC Issues Guidance on MD&A and Accounting Policy Disclosure of Smaller Financial Institutions
  • SEC Starts Posting Its Orders Revoking Exchange Act Registration and Stop Orders on EDGAR
  • SEC Forms Investment Advisory Committee

Investment Adviser Regulation

  • SEC Staff Denies No-Action Request Related to the Family Office Exemption

Practice Tips

  • Quarterly Report on Form 10-Q—a Few Reminders

SEC Comment Letter Trends

  • Management's Discussion and Analysis—Critical Accounting Policies
  • SEC Continues to Question Fracking
  • Earnings Conference Calls and Press Releases

Legislative Corner

  • STOCK Act Signed into Law

Download the full April 2012 issue of Up to Date

Issue 3: March 2012

Legislative Corner

  • The Jumpstart Our Business Startups (JOBS) Act—Some Interesting Tidbits

SEC News

  • SEC Grants Global No-Action Relief for RSU Programs
  • SEC and CFTC Jointly Issue Proposed Rules and Guidelines Addressing Identity Theft

Executive Compensation and Corporate Governance

  • Director Independence Is Under GRId 2.0 Microscope
  • PCAOB Proposes Related Parties Auditing Standard and Amendments Regarding Significant Unusual Transactions and Executive Compensation

SEC Comment Letter Trends

  • Don't Forget About Board Diversity

Investment Adviser Regulation

  • CFTC Issues Final Rule Amending Certain Registration Requirements Affecting Registered Investment Companies
  • Are Future Exemptions to Private Fund Adviser Registration Forthcoming?

Download the full March 2012 issue of Up to Date

Issue 2: February 2012

SEC News

  • SEC's Advisory Committee on Small and Emerging Companies Discusses Exchange Act Registration Requirements, Regulation A and Crowd-Funding
  • FINRA Revises Its Proposed Rule on Private Placements

Practice Tips

  • Form 10-K and Proxy Season—Checklist of Action Items
  • Changes to the Deadline for Filing Annual Report on Form 20-F

Executive Compensation and Corporate Governance

  • ISS Issues FAQs
  • NYSE Restricts Broker Voting on Corporate Governance Proxy Proposals

Investment Adviser Regulation

  • SEC Amends Advisory Performance Fee Rules
  • SEC Issues Guidance on Registration of Affiliates of Investment Advisers
  • SEC Clarifies Large Trader Filing Requirement

SEC Comment Letter Trends

  • Are Your SEC Filings Being Monitored by the Office of Global Security Risk?

Legislative Corner

  • Senate and House Pass Bill Banning Insider Trading by Members of Congress

Download the full February 2012 issue of Up to Date

Issue 1: January 2012

SEC News

  • SEC Adopts Amendments to Net Worth Standard for Accredited Investors
  • SEC Adopts Mine Safety Disclosure Rules
  • SEC Limits Non-Public Submissions from Foreign Issuers
  • SEC Staff to Release Comment Letters and Responses Faster

Practice Tips

  • "What, Me Worry?" Yes, the Securities Laws Apply to Private Companies!
  • SEC Staff Provides Guidance on Disclosures Regarding European Sovereign Debt Exposures

Executive Compensation and Corporate Governance

  • ISS Issues White Paper on Pay for Performance Alignment
  • "The Effective Lead Director" — NACD Blue Ribbon Commission Issues Report on Best Practices for the "Leader of Leaders"

Investment Adviser Regulation

  • Social Media Use by Investment Advisers

SEC Comment Letter Trends

  • SEC Questions Qualifications of Financial Reporting Staff

Legislative Corner

  • Legislation Easing Dodd-Frank Whistleblower Provisions Moves Forward
  • Will the SEC Allow General Solicitations for Rule 506 Offerings?

Download the full January 2012 issue of Up to Date

2011

Issue 3: November/December 2011

SEC News

  • SEC Staff Issues Staff Legal Bulletin on Shareholder Proposals
  • It Has Become More Difficult for Reverse Merger Companies to Become Listed on NYSE, NASDAQ or NYSE Amex

Practice Tips

  • Blowing the Whistle—How to Get Your Employees to Report to You Before They Report to the SEC

Executive Compensation and Corporate Governance

  • ISS Updates Its Proxy Voting Guidelines
  • Corporate Political Spending Is Becoming a New Hot Governance Topic

Investment Adviser Regulation

  • SEC Adopts New Reporting Requirement for Advisers to Private Funds

SEC Comment Letter Trends

  • SEC Focuses on Non-GAAP Financial Measures

Legislative Corner

  • House Passes Three Bills Easing Regulatory Burdens on Raising Capital
  • Update on Disclosure of Corporate Political Contributions

Download the full November/December 2011 issue of Up to Date

Issue 2: October 2011

SEC News

  • SEC Grants No-Action Relief for Twitter's RSU Program
  • SEC Staff Provides Guidance on Reverse Merger Form 8-K Disclosures
  • SEC Institutes Proceedings to Determine Whether to Disapprove of NASDAQ's Proposed Rule Regarding the Listing of a Company Conducting a Reverse Merger with a Public Shell

Practice Tips

  • Is Your Company's Form of Confidentiality Agreement Up to Date?
  • Cybersecurity Risk Disclosure

Executive Compensation and Corporate Governance

  • Say-on-Pay Lawsuit Survived a Motion to Dismiss
  • ISS' Proposed Changes to Proxy Voting Policies
  • Advice for Audit Committee Members

Investment Adviser Regulation

  • SEC Provides No-Action Relief from Pay-to-Play Recordkeeping Rule to Advisers to Registered Investment Companies

SEC Comment Letter Trends

  • SEC Focuses on Loss Contingency Disclosures

Legislative Corner

  • Proposed Bills Would Ease Regulatory Burdens

Download the full October 2011 issue of Up to Date

Issue 1: September 2011

 

  • The Status of Proxy Access
  • SEC's Whistleblower Rules Are Now Effective
  • SEC Forms Advisory Committee on Small and Emerging Companies
  • SEC Seeks Comment on Review of Existing Regulations
  • Action Items in Connection with Whistleblower Rules
  • Is Disclosure and Further Regulation of Public Company Political Contributions Coming?
  • Can Sending an Internal Email Become a Gun-Jumping Nightmare?
  • Clawback of Executive Compensation
  • PCAOB Issues Concept Release on Auditor Independence and Audit Firm Rotation
  • Massachusetts Adopts Regulations on Use of Expert Network Services by Investment Advisers
  • Is the SEC Jumping into the Fray on Fracking?

Download the full September 2011 issue of Up to Date

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