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.
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.
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 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 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.
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.
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.
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.
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.
Audit Committee Disclosure
Thelen LLP
This article discusses the new New York Stock Exchange rules regarding audit committees.
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.
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.
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.
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.