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
Jill covered some of the basic points of the SEC’s prior proposal on proxy access here. My recollection is the proposal received a record number of comments from the public. To some, the proposal was highly controversial, and to others the proposal just did not work well. The only thing... Read More
Section 971 of the Dodd-Frank Act provides that the SEC may prescribe rules that permit shareholders to include nominees for election as directors in proxy statements and prescribe certain procedures the issuer must follow. This provision will eliminate debate that has occurred in the past as to whether the SEC... Read More
The Dodd-Frank Act expands the areas in which brokers are prohibited from voting unless they have received specific client instructions. Section 957 of the Act amends the Securities Exchange Act of 1934 to prohibit brokers from voting uninstructed shares on issues related to executive compensation (including the new “say on... Read More
Section 954 of the Dodd_Frank Act requires national securities exchanges (meaning for instance, the NYSE, Amex and Nasdaq) to adopt rules as directed by the SEC, which rules will require issuers to develop and implement a policy providing: for disclosure of an issuer’s policy on incentive compensation that is... Read More
HP’s Chief Executive Officer, Mark Hurd, resigned after an investigation disclosed that Hurd had a “close personal relationship” with an H-P contractor hired by the Office of the CEO and that “Mark never disclosed that.” According to HP’s General Counsel, “there were instances of compensation and reimbursement for services that were... Read More
I have been thinking about the new Dodd-Frank requirement for public companies to report the ratio of the median annual total compensation of all the company’s employees (other than the CEO) to the CEO’s annual total compensation. This is a provision that requires SEC regulatory guidance before it becomes effective,... Read More