SEC Adopts Final Rules Regarding Nominating Committee Functions and Communications Between Security Holders and Boards of Directors
Goodwin Procter LLP
The SEC has adopted final rules that require disclosure in proxy statements regarding the operations of board nominating committees and the means, if any, by which security holders may communicate with members of the board of directors. The new rules enhance the disclosure requirements for proxy statements regarding the director nominating process and add a new disclosure requirement concerning communications between security holders and boards of directors.
SEC Proposes New Rules Relating to Director Nomination Process and Shareholder Communications with Directors
William Scott Ortwein and Catherine A. Meeker of Alston & Bird LLP
On August 6, 2003, the Securities and Exchange Commission (Commission) proposed new rules requiring expanded disclosure of companies' director nomination processes and specific disclosure of procedures by which shareholders may communicate with directors.
SEC Proposes Rules Requiring Listing Standards for Audit Committee Independence and Powers
Stephen W. Carr, P.C.,James A. Matarese,Eric G. Kevorkian,John O. Newell and L. Kevin Sheridan of Goodwin Procter LLP
As required by Section 301 of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission proposed new rules on January 9, 2003 directing the national securities exchanges and associations (principally the NYSE, AMEX and Nasdaq) to prohibit the listing of any equity or debt security of a company that is not in compliance with the audit committee requirements established by the Sarbanes-Oxley Act.
SEC Proposes Rules on Audit Committee Disclosure
Cadwalader, Wickersham & Taft LLP
On October 6, 1999, the Securities and Exchange Commission (the "SEC") proposed new rules and amendments to existin.
Memorandum: SEC Final Rules, February 1, 2000: Audit Committee Structure and Membership for Publicly-Traded Companies
Warren A. Leonard of Heller Ehrman LLP
This memo summarizes the SEC Final Rules regarding corporate audit committees and financial statement reliability. In addition, this memo discusses the recently approved rule changes by the SEC proposed by the NYSE, NASD and AMEX.
Preliminary Injunction Granted Where Proxy Description of Merger Was Likely Misleading
Cadwalader, Wickersham & Taft LLP
The United States District Court for the Southern District of New York recently issued a preliminary injunction mod.
Repeat Proposal by No-Show Shareholder Is Excludable from Proxy Materials
Cadwalader, Wickersham & Taft LLP
May a company exclude a shareholder proposal from its proxy statement when the same shareholder had submitted a sim.
Audit Committee Disclosure
Thelen LLP
This article discusses the new New York Stock Exchange rules regarding audit committees.
SEC Proposes Expanding Shareholder Ability to Nominate Directors
of Davis Wright Tremaine LLP
On October 8, 2003, the SEC announced rule proposals that would require companies to include in their proxy materials the names of shareholder nominees to the board of directors, as well as disclosures concerning those nominees including biographical information.
New SEC Rules Regarding Audit Committees
Richard C. Tilghman of DLA Piper LLP
This article summarizes the key components to the new SEC Rules relating to audit committees and why this article explains why these rules were changed.
The Year 2000 Information & Readiness Disclosure Act
Kevin J. Collette and John Muller of Ryan, Swanson & Cleveland, PLLC
In conjunction with the start of "National Y2K Action Week," President Clinton signed The Year 2000 Infor.
SEC Proposes Rules Regarding Nominating Committee Functions and Communications Between Security Holders and Boards of Directors
Goodwin Procter LLP
The SEC is proposing amendments to Items 7 and 22 of Schedule 14A of the Securities Exchange Act of 1934 that will require new disclosure requirements in proxy statements regarding the operation of board nominating committees and the means, if any, by which security holders may directly communicate with members of the board of directors. As proposed, the rules do not mandate any particular action by a company or its board of directors. Rather, the proposed rules expand the disclosure requirements in proxy statements relating to the election of directors regarding the nominating committee and the director nominating process.
SEC Adopts New Audit Committee Disclosure Rules
Cadwalader, Wickersham & Taft LLP
The Securities and Exchange Commission ("SEC") recently adopted new rules and amendments to its current rules.
Proxy Worthy? Substance, Not Form, Governs
Cadwalader, Wickersham & Taft LLP
”Whereas Chemed Corp. is managed more like a private fiefdom than as a publicly-owned corporation, I suggest that t.
Proxy Wars: The Battle for Shareholder Approval
Ann Macaulay of Lexpert
They're bitter, divisive and can get downright ugly. Proxy battles, like fierce political campaigns, can degenerate into mud-slinging, name-calling fights. And they're happening more often.
SEC Proposes Rules For Comment Regarding Security Holder Director Nominations
Akin Gump Strauss Hauer & Feld LLP
On October 14, 2003, the Securities and Exchange Commission proposed rules for comment that, if adopted, will require companies to include in their proxy materials security holder nominees for election as director. These proposed rules would establish the filing requirements under the Securities Exchange Act of 1934 (the Exchange Act) for nominating security holders. The comment period for the proposed rules ends on December 22, 2003.
Securities Alert--February 2000
Akin Gump Strauss Hauer & Feld LLP
In response to the Report and Recommendations of the Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees, the SEC has adopted rules requiring a more thorough review of periodic financial statements and the disclosure of additional information in filings made by reporting companies.
New Requirements For Corporate Audit Committees: Securities and Exchange Commission Rules
Buchanan Ingersoll & Rooney PC
In order to increase levels of reliability and credibility in the reporting of financial statements and to promote.
Recent Changes to SEC Rules and Listing Requirements for Exchange and Nasdaq-Traded Companies
Michael W. Zelenty of Day Pitney LLP
This article describes the new changes to the SEC Rules and summarizes the NYSE, AMEX and Nasdaq rule changes.
SEC Issues Proposed Rules Mandating Shareholder Access to Proxies
Dennis O Garris,Mark C. Kanaly and Justin R. Howard of Alston & Bird LLP
On October 8, 2003, the Securities and Exchange Commission (Commission) proposed new rules requir-ing, in certain circumstances, a company to include in its proxy statement nominees for election to the board of directors submitted by shareholders. The proposed rules are subject to a 60-day comment period, ending December 22, 2003.
The Role Of Delaware Counsel In Responding To Shareholder Proposals
Michael K. Reilly and Charles T. Williams, III of Potter Anderson & Corroon LLP
Public companies often receive shareholder proposals for inclusion in their proxy statements pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. Companies may seek to exclude shareholder proposals from their proxy statements by requesting a no-action letter from the Securities and Exchange Commission. A company may assert various reasons to exclude a shareholder proposal, including those based on matters of state law.
SEC Proposes Shareholder Access to Company Proxy Statement for Director Nominations
Dorsey & Whitney LLP
The Securities and Exchange Commission has recently proposed proxy rule revisions that would require public companies to include in their proxy materials shareholder nominees for director for two years following specified trigger events indicating "unresponsiveness" to shareholder concerns. If adopted, these revisions would for the first time give shareholders mandatory access to company proxy materials to promote their own board nominees.
SEC Proposes Rules Affecting Corporate Audit Committees And Financial Statements
Saul Ewing LLP
On October 8, 1999, the Securities and Exchange Commission (the "SEC"), in Securities Exchange Act of 1934 Release .
SEC Proposes Rules Requiring Companies To Include Shareholder Nominees For Director In Company Proxy Materials
Suzanne D. Lecaroz and Gilbert G. Menna of Goodwin Procter LLP
The SEC has proposed new Exchange Act Rule 14a-11 that would, under certain circumstances, require a company to include information regarding a shareholder's nominee for election as a director in the company's proxy materials. As proposed, Rule 14a-11 would apply to all companies subject to the proxy rules, including investment companies, provided one of the following triggering events has occurred.
SEC Adopts Final Rules Relating to Director Nomination Process and Shareholder Communications with Directors
David E. Brown,William Scott Ortwein and Catherine Meeker of Alston & Bird LLP
The Securities and Exchange Commission recently adopted final rules requiring expanded disclosure of companiesÃâ director nomination processes and specific disclosure of procedures by which shareholders may communicate with directors. The new rules require very specific disclosures in proxy statements for meetings at which directors will be elected.