The SEC’s recently released rulemaking schedule for implementation of the Dodd-Frank Act includes a schedule for implementing the derivatives trading provisions of the Act. Generally speaking, the agency plans to propose derivatives trading rules during the period from October to December 2010, including rules to address the following: – Definitions... Read More
Filings by public companies continue to include references to Rule 14a-11, which permits shareholders to nominate a director and include the nomination in the registrant’s proxy statement. In the last several days we have noted the following: LAM Research Proxy (filed September 13, 2010) Proposals Submitted under SEC Rules. Stockholder-initiated... Read More
The SEC has released its planned rulemaking schedule through July 2011. As was expected, the agency is going to be busy adopting numerous new regulations and amending existing regulations in order to implement the various provisions of the Dodd-Frank Act. In most cases, the SEC intends to have adopted rules... Read More
The SEC issued proposed rules on short-term borrowing disclosures. Separately, the SEC issued an interpretive release on the presentation of liquidity and capital resource disclosures in MD&A disclosures. The interpretive release will be effective upon publication in the Federal Register. This rule making was not required by the Dodd-Frank Act... Read More
The SEC adopted amendments to its rules and forms to conform them to new Section 404(c) of the Sarbanes-Oxley Act, as added by Section 989G of the Dodd-Frank Act. Section 404(c) provides that Section 404(b) of the Sarbanes-Oxley Act shall not apply with respect to any audit report prepared for... Read More
Another important new exemption is the Act’s amendment of the definition of “investment adviser” in the Advisers Act to exclude “family offices.” The Act also directs the SEC to develop, through rules, regulations, or orders, a definition of “family office” that is consistent with the SEC’s previous exemptive orders and... Read More
Late today, the CFTC made its first public announcements regarding how it would handle petitions for the grandfather relief made available by section 723(c) of the Dodd-Frank Act. Section 723(c) allows persons to submit petitions to the CFTC on or before September 20, 2010 to remain subject to section 2(h)... Read More
The SEC has announced that on September 17, 2010 it will hold an open meeting to consider whether to propose rules that would require a public company to provide certain disclosures about its short-term borrowings in its filings with the Commission. The Commission will also consider whether to publish an interpretive... Read More
The proxy process represents the principal means by which shareholders become informed of and participate in the business to be undertaken at a public company’s annual meeting. Traditionally, so-called activist shareholders have been prevented from including their own nominations for open director seats in the annual proxy materials mailed to... Read More
While the Dodd-Frank Act will continue to pose new and often novel compliance challenges for public companies for the foreseeable future (much like the Sarbanes-Oxley Act did in 2002), Bill George offers some good high-level insights in a recent Business Week piece that may help lessen the sting of some of the... Read More