Section 926 of the Dodd-Frank Act directs the SEC to issue rules which would prevent the use of Regulation D Rule 506 offerings by certain “bad actors.” The Dodd-Frank Act directs the SEC to adopt rules similar to the current disqualifiers in Regulation A. The SEC rules must also prohibit... Read More
The SEC has announced that it will “consider” the adoption of proxy access rules on August 25, 2010. It is probably a safe bet that when they are done “considering” the issue they will adopt final rules. Sometimes the final rules are not available for immediate publication and availability is... Read More
The Dodd-Frank Wall Street Reform and Consumer Protection Act will require listed public companies to hold periodic say-on-pay shareholder votes. Say-on-pay votes are non-binding votes on the compensation of an issuer’s executive officers. Ethan has posted an example of a say-on-pay vote here. A June 2010 Towers Watson survey found that... Read More
Under the Dodd-Frank Act, listed issuers will be required to include a say-on-pay vote for any shareholder meeting occurring on or after January 21, 2011. A say-on-pay-vote is a nonbinding shareholder vote on an issuer’s executive compensation. Financial institutions that were recipients of funds under the Troubled Asset Relief Program,... Read More
On August 20, 2010, commencing at 9:00 a.m. and ending at 12:00 p.m., staff of the SEC and CFTC (the “Agencies”) will hold a public roundtable discussion at which invited participants will discuss governance and conflicts of interest in the context of certain authority that Sections 726 and 765 of the Dodd-Frank... Read More
Set forth below is a summary of the principal corporate governance and corporate finance provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act” or the “Act”) for non-financial institutions. Voting by Brokers. Under Section 957 of the Dodd-Frank Act, national securities exchanges are required to... Read More
Section 929I of the Dodd-Frank Act which provides an exemption from the Freedom of Information Act in certain circumstances has sparked a great deal of controversy. The controversy in part was sparked when SEC Chairman Mary Shapiro sent a letter to Barney Frank outlining what many thought was an overly... Read More
Section 712(d) and 721(c) of the Dodd-Frank Act requires the SEC and CFTC to define certain terms such as “swap”, “security-based swap”, “swap dealer”, “security-based swap dealer”, “major swap participant”, “major security-based swap participant”, “eligible contract participant”, and “security-based swap agreement”. The SEC today posted this concept release to... Read More
Steve Quinlivan and Jill Radloff will speak at a seminar sponsored by Minnesota CLE titled “New Wall Street Reform Act.” Steve is chair of the seminar. The date of the event is September 28, 2010. Course information can be found here.
Section 413 of the Dodd-Frank Act directs the SEC to adjust the net worth standard in the definition of accredited investor used in Regulation D. Regulation D is often used, including by small businesses, to raise capital. It provides an exemption from having to comply with the registration requirements of... Read More