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Posts from Cate Heaven Young

SEC Reduces Thresholds for Smaller Reporting Company Definition and Requires Mandatory Use of Inline XBRL

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The SEC has long recognized that smaller issuers should be subject to somewhat less stringent disclosure standards than larger companies. The SEC has referred to this as “scaled disclosure” and has embodied the idea in a series of rules for smaller reporting companies, or SRCs.  The SEC has adopted final... Read More

Topics: Executive Compensation, Public Companies and Securities

Director Discretionary Compensation Awards Tested by Entire Fairness Standard According to Delaware Supreme Court

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In a recent decision by the Delaware Supreme Court in In re Investors Bancorp Stockholders Litigation, the court found that director equity grants based on director discretion are subject to an entire fairness standard of review irrespective of whether stockholders have previously approved the equity incentive plan. According to the... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

SEC Staff Releases Pro-Issuer Guidance on Shareholder Proposals

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The staff’s release of Staff Legal Bulletin No. 14I (“SLB 14I”) ahead of the upcoming proxy season appears to reflect several issuer-friendly modifications to the staff’s processing of no-action letters seeking exclusion of shareholder proposals under Rule 14a-8 of the Exchange Act.  In particular, SLB 14I addresses the following aspects... Read More

Topics: Public Companies and Securities

ISS Seeks Comment on Updated Policies Including Gender Pay Gap

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ISS has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season. In the U.S., ISS is proposing three changes: Gender Pay Gap Shareholder Proposals: ISS is proposing specific factors to consider when making a... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

SEC Approves PCAOB’s Changes to Audit Reports

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The SEC has approved the Public Company Accounting Oversight Board’s (“PCAOB”) new standard for audit reports on public company financial statements. The new auditor reporting standard will require more information about the audit with the stated intention of making the auditor’s report more informative and relevant to investors. The standard... Read More

Topics: Public Companies and Securities