To get a perspective on corporate governance challenges at public companies, we turn to a true expert, Bob Lamm. Until March 2013, Bob was Assistant General Counsel and Assistant Secretar...

Amid the recent uptick in U.S. IPO transactions to levels not seen since the heady days of 1999 and 2000, Davis Polk’s pipeline of deals remains robust, leading us to believe that stren...

The Treasury Department and the Internal Revenue Service (the “IRS”) yesterday released temporary regulations (the “Temporary Regulations”) incorporating and expanding upon the ru...

This week ISS posted a number of updated documents on their policies, including a revised set of summary guidelines and concise guidelines (hint: the summary guidelines are more useful an...

The Council of Institutional Investors (CII) has petitioned the SEC for the ability to “mix and match” director candidates in a universal proxy. For contested elections, they ask that...

A nonpublic company seeking access to the capital markets faces a largely binary choice between conducting a private placement, with few if any reporting obligations afterwards, and condu...

NASDAQ has announced to its issuers that the compensation committee certification that it requires has been added to its list of online forms under the NASDAQ OMX Listing Center. NASDAQ c...

Two companies recently adopted interesting governance changes in response to shareholders. Verizon posted on its website a new policy regarding providing shareholders with access to inter...

FINRA rules require broker-dealer members to establish and maintain a system and written procedures to supervise the activities of their personnel, which are reasonably designed to achiev...

Recognizing the particular interest in the performance of its enforcement division, the Commission issued a press release in December announcing its enforcement results for fiscal 2013; in a ...