Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

Public Companies Will Need Special Board Approval to Enter Into Non-Cleared Swaps


Title VII of the Dodd-Frank Act broadly requires many swap transactions to be subject to exchange trading and clearing requirements.  However, many end-users of swaps that use derivatives for legitimate hedging purposes are in many cases not subject to the clearing and exchange trading requirements.  It is anticipated most end-users... Read More

Topics: Energy, Public Companies and Securities

Say-on-Pay Issues — What to Expect this Month from the SEC


The SEC has announced that it expects to issue proposed rules on say-on-pay during October 2010.  This rulemaking is important for public companies because Dodd-Frank mandates that all proxy statements for the first annual shareholders meeting held after January 21, 2011 include a say-on-pay proposal. The SEC has been soliciting... Read More

Topics: Executive Compensation, Public Companies and Securities, Uncategorized

Sarbanes-Oxley Prevents Indemnification for Clawback Claims – Dodd-Frank Implications


Sarbanes-Oxley requires executives to reimburse their public company employers for bonuses and profits realized from the sale of company stock for the 12 month period following the filing of a false financial report that requires a financial statement restatement.  The recent Second Circuit Court of Appeals DHB Industries, Inc. case... Read More

Topics: Executive Compensation, Litigation