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An increasing number of shareholders are filing solicitation materials advocating for a particular position on a voting matter at annual meetings, the flip-side to our recent discussion o...
On May 3, 2012, the SEC reopened the comment period on a long-dormant proposal to amend the financial responsibility rules for broker-dealers. Proposed in March 2007 but never acted on by...
In a much-anticipated opinion, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery has enjoined Martin Marietta Materials from pursuing an unsolicited exchange offer to acquir...
The SEC staff has issued frequently asked questions on the JOBS Act. Below are new FAQs most likely to be of interest to capital markets participants. We will continue to provide JOBS Act...
In 2011, companies included in their proxy ballots a choice for shareholders to advise on whether they preferred to cast advisory votes on executive compensation every 1, 2 or 3 years, th...
On April 18, 2012, the CFTC and SEC adopted final rules to further define the terms “swap dealer,” “security-based swap dealer,” “major swap participant,” “major security-ba...
Title VII of the Dodd-Frank Act provides the CFTC with jurisdiction over “swaps” and the SEC with jurisdiction over “security-based swaps.” “Swap dealers” and “major swap pa...
In year two of say-on-pay, we find that companies continue to file additional materials to solicit for favorable votes. These additional materials are generally in the form of a brief let...
In this Report:
As of May 1, 2012, a total of 221 Dodd-Frank rulemaking requirement deadlines have passed. Of these 221 passed deadlines, 148 (67%) have been missed and 73 (33%) have b...
On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act eases the SEC-registered IPO process for “emerging growth compan...