TechSECLaw.com tag:typepad.com,2003:weblog-1791122 2009-12-09T13:50:04-08:00 The Securities Law Blog for the Technology Industry TypePad SEC Meeting December 16, 2009 to Consider Adopting Changes to Executive Compensation and Other Disclosure Rules tag:typepad.com,2003:post-6a0105368c28ac970b0120a738dd26970b 2009-12-09T13:50:04-08:00 2009-12-09T13:50:04-08:00 On Wednesday, December 16, 2009, the SEC commissioners will meet to consider whether to adopt amendments to rules and forms to revise the disclosures that companies are required to make about compensation and other corporate governance matters. At this time,... Robert A. Freedman and Jeffrey R. Vetter For Executive Compensation Comments, SEC Likely to Require Amended Filings Instead of Allowing Fixes in Future Filings tag:typepad.com,2003:post-6a0105368c28ac970b012875da7f7b970c 2009-11-25T11:57:14-08:00 2009-11-25T11:59:43-08:00 In a speech by Shelley Parratt, Deputy Director, Division of Corporate Finance, Ms. Parratt indicated that after years of the SEC giving "futures" comments on executive compensation in SEC filings, the SEC is more likely now to require companies to... Robert A. Freedman and Jeffrey R. Vetter Proposed Rules Could Affect Proxy Disclosure tag:typepad.com,2003:post-6a0105368c28ac970b0120a6d26c12970b 2009-11-24T16:14:23-08:00 2009-11-24T16:14:23-08:00 The SEC has proposed rules that would change the way stock options are treated in determining who is a "named executive officer." Under the current Item 402 of Regulation SK, the amount recognized in the issuer's financial statements for the... Robert A. Freedman and Jeffrey R. Vetter Proxy Access Deferred tag:typepad.com,2003:post-6a0105368c28ac970b0120a6d262d7970b 2009-11-24T16:07:26-08:00 2009-11-24T16:07:26-08:00 It appears that the proposed proxy access rules will not be considered until next year, so even if approved, they would not become effective for this year's proxy season Robert A. Freedman and Jeffrey R. Vetter New Regulation FD Guidance tag:typepad.com,2003:post-6a0105368c28ac970b0120a50293a3970b 2009-08-18T16:52:05-07:00 2009-08-18T17:12:00-07:00 On August 14, the SEC released its updated compliance and disclosure interpretations, which we all call "CDIs." These covered some discrete areas of the Securities Act and Exchange Act, with some interesting updates in the Regulation FD area. Questions 102.05... Robert A. Freedman and Jeffrey R. Vetter Options Backdating Update tag:typepad.com,2003:post-6a0105368c28ac970b0120a55970df970c 2009-08-18T15:15:45-07:00 2009-08-18T15:15:45-07:00 The 9th Circuit today reversed the conviction of former Chief Executive Officer of Brocade Communication Systems for prosecutorial misconduct for making a false assertion of a material fact to the jury. No word yet if the US Attorney will seek... Robert A. Freedman and Jeffrey R. Vetter Nasdaq Further Extends Suspension of Bid Price and Market Value Continued Listing Requirements Through July 31, 2009 tag:typepad.com,2003:post-6a0105368c28ac970b0115724657b0970b 2009-07-29T10:38:32-07:00 2009-07-29T10:38:32-07:00 Recently, the Nasdaq Stock Market extended through July 31, 2009 its temporary suspension of the continued listing requirements related to bid price and market value of publicly held shares for listing on Nasdaq. The previous suspension was set to expire... Rob Freedman Independent Consultants and Legal Advisors for Comp Committees? tag:typepad.com,2003:post-6a0105368c28ac970b01157225abf1970b 2009-07-22T16:17:13-07:00 2009-07-22T16:54:20-07:00 Under the proposed Investor Protection Act of 2009, legislation sponsored by the Treasury Department, the SEC will be required to promulgate rules defining independence standards for compensation consultants and outside legal advisors. Companies would then be required to disclose whether... Robert A. Freedman and Jeffrey R. Vetter SEC Seeks Clawback of CEO's Stock Sale Proceeds and Bonus tag:typepad.com,2003:post-6a0105368c28ac970b0115712f8ab7970c 2009-07-22T10:58:30-07:00 2009-07-22T10:58:30-07:00 The SEC announced today that it was exercising its power under Section 304 of the Sarbanes-Oxley Act to clawback over $4 million in stock sale proceeds and bonuses paid to the CEO of an auto parts manufacturer that had previously... Robert A. Freedman and Jeffrey R. Vetter The End of Routine Matters as We Know It tag:typepad.com,2003:post-6a0105368c28ac970b0115719be277970b 2009-07-01T16:48:40-07:00 2009-07-01T16:48:40-07:00 Today, the SEC approved changes to NYSE Rule 452 that adds elections of directors to the list of non-routine matters. As a result, even in uncontested Board elections, unless beneficial owners specifically instruct, that owner's shares cannot be voted for... Robert A. Freedman and Jeffrey R. Vetter