We reviewed five Form 8-Ks we located that were filed on January 26 and 27, 2011 disclosing say-on-pay vote results for non-TARP recipients. In each case the shareholders voted with the board recommendation on the frequency vote (three annual and two triennial). The highest percentage vote against the say-on-pay resolution... Read More
Section 919B of the Dodd-Frank Act directs the SEC to complete a study, including recommendations, of ways to improve the access of investors to registration information about registered and previously registered investment advisers, associated persons of investment advisers, brokers and dealers and their associated persons, and to identify additional information... Read More
Based on filed 8-Ks, two companies have reported the results of the shareholder advisory vote on frequency of the say-on-pay vote as of January 25, 2011. In both, the board recommended a triennial vote. However, the shareholders in one voted for an annual say-on-pay vote, and the other went with... Read More
The SEC has issued its final say-on-pay rules (Release No. 33-9178; 34-63768). The good news is the final rules are mostly tweaks, and issuers’ advance planning to date will be fruitful. In addition, smaller reporting companies will be exempt from say-on-pay and frequency votes for any meeting held prior to... Read More
The SEC has proposed rules pursuant to Section 413(a) of the Dodd-Frank Act which requires the definition of “accredited investor” in the SEC’s Securities Act rules to exclude the value of a person’s primary residence for purposes of determining whether the person qualifies as an “accredited investor” on the basis... Read More
The staff of the SEC has delivered to Congress a long-awaited study pursuant to Section 913 of the Dodd-Frank Act. That provision of the Dodd-Frank Act requires the SEC to conduct a study to evaluate: The effectiveness of existing legal or regulatory standards of care (imposed by the SEC, a... Read More
In transaction agreements that govern a securitization, issuers or originators of asset-backed securities, or ABS, typically make “representations and warranties” about the characteristics and the quality of loans included in a securitization. If a loan does not comply with the representation or warranty, an ABS issuer or lender can be... Read More
The United States Government Accountability Office, or GAO, has issued a report that responds to a mandate included in Section 919C of the Dodd-Frank Act that directed GAO to conduct a study on the oversight and regulation of financial planners. There is no specific, direct regulation of “financial planners” per... Read More
The SEC has begun to issue comments on Dodd-Frank disclosures included in SEC filings. While perhaps the comments to date are not great in number, they demonstrate the SEC is capable of asking difficult questions about the impact of Dodd-Frank on an issuer’s operations. We recommend that issuers consider the... Read More
A federal interagency working group, led by the CFTC and including representatives from the Department of Agriculture, Treasury, SEC, EPA, FERC, FTC, and DOE (EIA), has released a report on oversight of existing and prospective carbon markets, as required under section 750 of the Dodd-Frank Act. The group was charged... Read More