Resources Search:
May 8, 2017 Financial CHOICE Act 2.0 Passes House Financial Services Committee
Client Memorandum
April 12, 2017 SEC Staff Announces Further Relief from Conflict Minerals Reporting Requirements
Client Memorandum
April 3, 2017 JOBS Act EGC Revenue Cap Raised to $1.07 Billion to Adjust for Inflation
Client Memorandum
March 21, 2017 Getting the Deal Through: Shareholder Activism & Engagement Trends and Developments in the UK 2017

Law Business Research Ltd.

March 21, 2017 Getting the Deal Through: Shareholder Activism & Engagement Trends and Developments in France 2017

Law Business Research Ltd.

March 7, 2017 Getting the Deal Through: Shareholder Activism & Engagement 2017

Law Business Research Ltd.

February 14, 2017 Resource Extraction Disclosure Repealed
Client Memorandum
January 5, 2017 VW Ruling – Morrison Not A Bar To Securities Claims Involving ADRs
Client Memorandum
January 4, 2017 Davis Polk Submits Comment Letter to SEC on Proposal for Universal Proxy Cards
Client Memorandum
December 22, 2016 SEC Announces Two Enforcement Actions Regarding Restrictive Language in Severance Agreements
Client Memorandum
December 12, 2016 Predictions on Possible Changes to and Timing of the Dodd-Frank Executive Compensation Provisions
Client Memorandum
November 29, 2016 The Trump Transition - Potential Environmental Regulatory and Legal Outcomes and Business Implications
Client Memorandum
November 21, 2016 SEC Issues Guidance on 5-Day Debt Tender Offers and Financial Advisor Disclosure in Equity Tender Offers
Client Memorandum
November 17, 2016 The Trump Transition and Possible Directions for Financial Regulatory Reform
Client Memorandum
November 10, 2016 ISS Updates Pay-for-Performance Evaluation Methodology for 2017
Client Memorandum
October 31, 2016 Banking Regulators Float Broad Cyber Risk Approach
Client Memorandum
October 28, 2016 SEC Proposes Universal Proxy Cards
Client Memorandum
October 14, 2016 Jensen Embodied in Proposed Dodd-Frank Rule

The Daily Journal, October 14, 2016

September 30, 2016 SEC Proposes T+2 Settlement Cycle
Client Memorandum
September 30, 2016 Issue 7: Lex et Brexit — The Law and Brexit
Client Newsletter
September 16, 2016 Issue 6: Lex et Brexit — The Law and Brexit
Client Newsletter
September 1, 2016 Issue 5: Lex et Brexit — The Law and Brexit
Client Newsletter
August 19, 2016 Issue 4: Lex et Brexit — The Law and Brexit
Client Newsletter
August 5, 2016 Issue 3: Lex et Brexit — The Law and Brexit
Client Newsletter
August 4, 2016 Corporate Governance Trends and Developments
August 2, 2016 New Proxy Advisor Policy Affects IPO Company Director Elections
Client Memorandum
July 22, 2016 NYDFS Issues Final Rule on Transaction Monitoring and Filtering Programs
Client Memorandum
July 22, 2016 Issue 2: Lex et Brexit — The Law and Brexit
Client Newsletter
July 19, 2016 SEC Proposes Additional Disclosure Reforms
Client Memorandum
July 9, 2016 Issue 1: Lex et Brexit — The Law and Brexit
Client Newsletter
July 5, 2016 HSR Violation Penalties More Than Doubled by FTC
Client Memorandum
June 29, 2016 SEC Finalizes Disclosure Rules for Payments by Resource Extraction Issuers
Client Memorandum
June 24, 2016 Legal Implications of Brexit
Client Memorandum
June 2, 2016 Governance Practices for IPO Companies: A Davis Polk Survey
Client Memorandum
May 19, 2016 SEC Releases Guidance on Non-GAAP Financial Measures
Client Memorandum
May 10, 2016 New Guidance on Best Practice for Disapplying Pre-Emption Rights for UK Premium Listed Companies
Client Memorandum
May 2, 2016 Incentive Compensation for Financial Institutions: Reproposal
Client Memorandum
April 22, 2016 Regulation S-K Concept Release Charts Ambitious Course for Corporate Disclosure Reform
Client Memorandum
April 11, 2016 Treasury Proposes Overhaul of Intercompany Debt Rules
Client Memorandum
April 11, 2016 Treasury Issues New Anti-Inversion Guidance
Client Memorandum
April 5, 2016 Does the ValueAct Lawsuit Have Implications for Institutional Shareholders and the Larger Shareholder Activism and Engagement Landscape?
Client Memorandum
March 17, 2016 Getting the Deal Through: Shareholder Activism & Engagement 2016
Law Business Research Ltd.
March 3, 2016 Getting the Deal Through: Shareholder Activism & Engagement 2016
Law Business Research Ltd.
February 23, 2016 SEC Decides Not to Pursue Clawback Actions Against Executives Who Reimbursed Company for Previously Paid Compensation
Client Memorandum
February 17, 2016 Down-Round Financings of Private Companies: Considerations for Outstanding Equity Compensation Awards
Client Memorandum
January 6, 2016 Hong Kong Corporate Finance Update
Client Newsletter
December 21, 2015 SEC Re-Proposes Rules Implementing Dodd-Frank Disclosure Requirements for Resource Extraction Issuers
Client Memorandum
December 17, 2015 Preparing Your 2015 Form 20-F
Client Memorandum
December 3, 2015 Thinking About Indemnity Protections after the "Yates Memo"
Client Memorandum
November 23, 2015 ISS and Glass Lewis Adopt Policy Changes for the 2016 Proxy Season
Client Memorandum
October 29, 2015 UK Takeover Code - Dividends, Acting in Concert and Restrictions and Suspensions of Voting Rights
Client Memorandum
October 13, 2015 UK Takeover Code – Offer-Related Arrangements and Equality of Information to Competing Offerors
Client Memorandum
September 25, 2015 NYSE Expands Pre-Market Material News Policy and Trading Halt Authority Effective September 28
Client Memorandum
August 10, 2015 SEC Adopts Final Pay Ratio Disclosure Rule
Client Memorandum
July 27, 2015 Getting the Deal Through
Corporate Governance 2015
Reproduced with permission from Law Business Research Ltd.
July 10, 2015 SEC Ponders Expanding Audit Committee Disclosure
Client Memorandum
July 8, 2015 SEC Proposes Dodd-Frank Clawback Rule
Client Memorandum
May 12, 2015 Delaware Court of Chancery Subjects Non-Employee Director Compensation to the “Entire Fairness” Standard
Client Memorandum
May 1, 2015 SEC Proposes “Pay Versus Performance” Rule
Client Memorandum
April 3, 2015 IRS Releases Final Regulations Under Section 162(m): Some Relief for Newly Public Companies
Client Memorandum
February 18, 2015 Proxy Access – a Decision Framework
Client Memorandum
February 11, 2015 SEC Proposes Hedging Disclosure Rule
Client Memorandum
January 23, 2015 New Procedures for Shortened Debt Tender Offers; Relief Extended to High-Yield Debt
Client Memorandum
December 21, 2014 Delaware Supreme Court Reverses Preliminary Injunction Requiring Go-Shop; Reaffirms “No Single Blueprint” to Satisfy Revlon Duties
Client Memorandum
December 1, 2014 European Regulatory Snapshot: CRD IV Bonus Cap Likely Set to Stay
Client Memorandum
November 7, 2014 Risk Governance: Visual Memorandum on Final Guidelines Issued by the OCC
Client Memorandum
November 7, 2014 ISS and Glass Lewis Release Changes to Their Voting Guidelines for the 2015 Proxy Season
Client Memorandum
September 25, 2014 Corporate Governance Update: Remuneration and Risk Management
Client Memorandum
September 23, 2014 U.S. Basel III Liquidity Coverage Ratio Final Rule
Client Memorandum
September 23, 2014 Treasury Issues Long-Awaited Anti-Inversion Guidance
Client Memorandum
September 4, 2014 European Regulatory Snapshot: Remuneration in the Financial Services Industry 2014
Client Memorandum
August 1, 2014 Corporate Governance Practices in IPOs
Corporate Governance Advisor, July/August 2014
July 30, 2014 A Review of the First Wave of Conflict Mineral Filings
Client Memorandum
July 2, 2014 Corporate Governance 2014: Global Overview
Getting the Deal Through − Corporate Governance 2014
July 1, 2014 SEC Guidance on Use of Proxy Advisory Firms for Voting Proxies
Client Memorandum
June 27, 2014 U.S. Supreme Court: No Presumption of Prudence for ESOP Fiduciaries, Court Details Pleading Requirements for Breach of Prudence Claims
Client Memorandum
June 18, 2014 Whistleblower Update: SEC Resolves First Case Under New Authority to Bring Anti-Retaliation Claim
Client Memorandum
June 9, 2014 Recent Developments in Whistleblower Protections: Legal Analysis and Practical Implications
Client Memorandum
May 6, 2014 The Second Circuit Issues Decision of First Impression With Respect to Morrison and Extraterritoriality
Client Newsflash
May 5, 2014 Delaware Court Declines to Enjoin Sotheby’s Annual Meeting
Client Memorandum
May 2, 2014 Conflict Minerals Update: SEC Formally Stands by Staff Guidance
Client Newsflash
April 29, 2014 SEC (Mostly) Forges Ahead on Conflict Minerals
Client Newsflash
April 29, 2014 DOJ and SEC Announce Filing of FCPA Enforcement Action Against Broker-Dealer Executives
Client Memorandum
April 21, 2014 2014 Proxy Season: Early Indications
Client Memorandum
April 17, 2014 Corporate Governance Practices in US Initial Public Offerings
Director Notes, April 2014, The Conference Board
April 14, 2014 D.C. Circuit Court Partially Invalidates Conflict Minerals Rule
Client Newsflash
April 2, 2014 U.S. Intermediate Holding Company: Structuring and Regulatory Considerations for Foreign Banks
Visual Memorandum
March 26, 2014 D.C. District Court Orders Production of Internal Compliance Investigation Materials
Client Memorandum
January 29, 2014 SEC Staff Issues Further Guidance on the Proxy “Unbundling” Rule
Client Newsflash
January 21, 2014 Governance Practices for IPO Companies: A Davis Polk Survey
Client Memorandum
December 11, 2013 PCAOB Proposals Would Significantly Impact Public Company Audits
Client Newsflash
December 4, 2013 Nasdaq Proposes More Flexible Compensation Committee Independence Standards
Client Newsflash
November 7, 2013 Enhancing the Effectiveness of the UK Listing Regime – Feedback and Further Consultation
Client Memorandum
October 30, 2013 U.S. Basel III Liquidity Coverage Ratio Proposal: Visual Memorandum
Client Memorandum
October 30, 2013 Exclusive Forum Provisions: Is Now the Time to Act?
Client Newsflash
October 22, 2013 U.K. Takeover Panel Amends Regime for Profit Forecasts and Quantified Financial Benefits Statements
Client Memorandum
September 27, 2013 No SEC Shutdown
Client Memorandum
September 20, 2013 Proposed Pay Ratio Disclosure Rule Released by the SEC
Client Memorandum
September 10, 2013 PCAOB Proposals Would Significantly Expand Auditor Responsibility
Client Newsflash
August 8, 2013 European Regulatory Snapshot: Remuneration in the Financial Services Industry
Client Memorandum
August 6, 2013 First Circuit Sun Capital Decision Increases ERISA Exposure for Private Equity Funds
Client Memorandum
July 24, 2013 U.S. District Court Upholds Conflict Minerals Rules
Client Newsflash
July 10, 2013 SEC Adopts Private Offering Reforms Mandated by JOBS Act
Client Newsflash
July 1, 2013 Corporate Governance 2013: Global Overview
Getting the Deal Through – Corporate Governance 2013
June 26, 2013 Delaware Court of Chancery Upholds Statutory and Contractual Validity of Exclusive Forum-Selection Bylaws
Client Memorandum
May 31, 2013 SEC Issues Guidance on Conflict Minerals
Client Newsflash
May 31, 2013 Delaware Court Applies Business Judgment Rule to Going-Private Merger with Controlling Stockholder
Client Newsflash
May 3, 2013 Compensation Committee and Adviser Implementation Begins July 1: What to Do Now
Client Newsflash
April 23, 2013 Recent European Compensation Developments: Financial Institutions and Beyond
Client Memorandum
April 15, 2013 Southern District of New York Dismisses Insider Preference Claims Against Affiliates of Goldman Sachs
Client Memorandum
April 4, 2013 SEC Explains How to Use Social Media for Regulation FD Compliance
Client Memorandum
February 20, 2013 Delaware Court of Chancery Declines to Dismiss Claims Against U.S. Independent Directors for Failure to Monitor China-Based Company
Client Newsflash
January 22, 2013 SEC Approves the NYSE and Nasdaq Listing Standards on Compensation Committees and Advisers
Client Memorandum
January 18, 2013 Rule 10b5-1 Plans: What You Need to Know
January 17, 2013 Recent Developments in Executive Compensation Litigation
Client Memorandum
December 14, 2012 European Commission Action Plan on Corporate Governance of Listed Companies
Client Memorandum
November 20, 2012 ISS Issues Final 2013 Voting Policy Updates
Client Memorandum
October 26, 2012 Implementing the SEC’s Final Conflict Mineral Rules: Guidelines and Commonly Asked Questions
Client Memorandum
October 18, 2012 SEC Legal Bulletin on Shareholder Proposals
Client Newsflash
October 18, 2012 ISS Proposes 2013 Voting Policy Updates
Client Memorandum
October 2, 2012 NYSE and Nasdaq Propose Listing Standards on Compensation Committees and Advisers
Client Memorandum
October 1, 2012 Securities Offerings During Blackout Periods and Following a Quarter-End: What You Need to Know
Client Memorandum
September 18, 2012 Davis Polk Video Interview - Insights on the JOBS Act
Video Interview
September 12, 2012 United States Enacts Further Sanctions on Iran and Syria: the Iran Threat Reduction and Syria Human Rights Act of 2012
Client Memorandum
September 5, 2012 New Law Requires Issuers to Disclose Certain Iran-Related Transactions
Client Memorandum
August 22, 2012 SEC Adopts Final Rules Implementing Dodd-Frank Disclosure Requirements for Resource Extraction Issuers
Client Newsflash
August 22, 2012 SEC Adopts Final Conflict Minerals Rules with Notable Changes
Client Newsflash
August 21, 2012 DOJ Provides FCPA Guidance for Mergers and Acquisitions; Continues Industry-Wide Investigations and Focus on China
Client Memorandum
August 20, 2012 Corporate Governance 2012: Global Overview
Getting the Deal Through – Corporate Governance 2012
June 21, 2012 SEC Finalizes Independence Rules for Compensation Committees and Advisers
Client Memorandum
May 24, 2012 Mid-Season Update on the 2012 Proxy Season
Client Memorandum
May 7, 2012 Delaware Court Temporarily Blocks Martin Marietta’s Hostile Bid to Acquire Rival Vulcan
Client Memorandum
April 5, 2012 JOBS Act Becomes Law: Reduced Compensation Disclosure for Many IPO Companies and Exchange Act Relief for Private Companies with Significant Equity Compensation
Client Memorandum
March 30, 2012 U.S. Supreme Court Holds that the Statute of Limitations for Section 16(b) Short-Swing Liability Claims Is Not Tolled
Client Newsflash
January 31, 2012 Preparing Your 2011 10-K and 20-F – Environmental Disclosure Considerations
Client Memorandum
December 23, 2011 Summary of the Federal Reserve’s Proposed Rules for Enhanced Prudential Standards and Early Remediation Requirements for Covered Companies
Client Memorandum
December 13, 2011 Say-on-Pay Year Two: a Planning Primer
Client Memorandum
November 29, 2011 New ISS Policies Overhaul Say-on-Pay Analysis
Client Memorandum
October 31, 2011 Governance Practices for IPO Companies: A Davis Polk Survey
Client Memorandum
October 19, 2011 SEC Staff Rejects Introducing Broker as Appropriate Evidence of Ownership for Shareholder Proposals and Provides Other Technical Guidance
Client Memorandum
October 5, 2011 SEC Large Trader Rule: Impact on Corporations and Related Individuals
Client Memorandum
September 21, 2011 SEC Clears the Way for “Private Ordering” for Proxy Access; Related Rules also Effective
Client Memorandum
September 1, 2011 In the News: Exclusive Forum Charter and Bylaw Provisions
The Corporate Governance Advisor
August 23, 2011 SEC's Temporary Suspension of EDGAR Filing System
Client Newsflash
July 22, 2011 D.C. Circuit Vacates SEC Proxy Access Rule
Client Newsflash
May 25, 2011 SEC Adopts Final Whistleblower Rules
Client Newsflash
May 3, 2011 Say-on-Pay: An Interim Report
Client Memorandum
May 2, 2011 Dodd-Frank Rulemaking Progress Report
Progress as of May 1, 2011
April 12, 2011 SEC Confirms IFRS Filers Will Not be Required to Provide Interactive Data Until SEC Specifies Taxonomy
Client Newsflash
April 1, 2011 SEC Proposes Independence Rules for Compensation Committees and Advisers
Client Memorandum
March 31, 2011 Federal Agencies Finalize Proposed Interagency Rule on Incentive-Based Compensation for Financial Institutions
Client Newsflash
March 3, 2011 Federal Agencies Propose Interagency Rule on Incentive-Based Compensation for Financial Institutions
Client Memorandum
February 16, 2011 Delaware Court Declines to Pull Airgas Poison Pill
Client Newsflash
February 15, 2011 Delaware Court Enjoins Merger Vote and Deal Protections in Del Monte Buyout
Client Newsflash
January 27, 2011 SEC Adopts Final Say-on-Pay and Golden Parachute Rules
Client Memorandum
January 20, 2011 Considerations for 2010 Form 10-Ks and 2011 Proxy Statements
Client Memorandum
January 3, 2011 New ISS Policy Updates: Tougher Standards for 2011
The Corporate Governance Advisor
November 23, 2010 Delaware Supreme Court Invalidates Airgas Bylaw Amendment
Client Newsflash
November 22, 2010 New ISS Policy Update: Tougher Standards for 2011
Client Memorandum
November 17, 2010 Davis Polk Submits Two Comment Letters to the SEC on Key Executive Compensation and Corporate Governance Rulemaking
Client Newsflash
November 16, 2010 Comments on Subtitle E of Title IX–Accountability and Executive Compensation under the Dodd-Frank Wall Street Reform and Consumer Protection Act
Comment Letter to the SEC
November 16, 2010 Comments on Proposed Rules Relating to Shareholder Approval of Executive Compensation and Golden Parachute Compensation (the “Proposal”)
Comment Letter to the SEC
November 4, 2010 SEC Proposes Whistleblower Rules
Client Newsflash
October 21, 2010 Reg FD Enforcement Update: the Perils of Implied Messages
Client Newsflash
October 20, 2010 SEC Proposes Say-on-Pay Rules for Companies and Proxy Vote Reporting Rules for Investment Managers
Client Memorandum
October 11, 2010 Delaware Court Permits Stockholders to Shorten Term of Airgas Staggered Board
Client Newsflash
October 8, 2010 Top-Up Options – Looking Better and Better
Client Newsflash
October 4, 2010 SEC Stays Proxy Access Pending Court Review
Client Newsflash
September 23, 2010 Preparing for the 2011 Proxy Season: Action Plans and Open Issues
Client Memorandum
September 21, 2010 SEC v. Cuban: The Fifth Circuit Reverses
Client Newsflash
September 16, 2010 Proxy Access Rules Effective November 15, 2010
Client Newsflash
September 7, 2010 Proxy Access Year One: What to Expect and What to Do Now
General Counsel Update
August 30, 2010 Board Diversity and Director Qualifications
Director Notes: The 2010 Proxy Season
The Conference Board
August 25, 2010 SEC Adopts Proxy Access for 2011 Proxy Season
Client Newsflash
July 9, 2010 Summary of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Passed by the House of Representatives on June 30, 2010
Client Memorandum
July 9, 2010 Davis Polk Regulatory Implementation Slides
Client Memorandum
July 6, 2010 NASDAQ Corporate Governance Rule Update
Client Newsflash
June 28, 2010 Bank Supervisory Agencies’ Final Guidance: Aligning Incentive Compensation with Safety and Soundness Concerns
Client Memorandum
May 26, 2010 Restoring American Financial Stability Act of 2010
Executive Compensation and Corporate Governance Portions
May 21, 2010 Senate Bill Passed: Corporate Governance and Executive Compensation Changes Would Affect All US Public Companies
Client Memorandum
April 15, 2010 2010 Proxy Season Early Trends: More Proposals, and More Exclusions
Client Memorandum
March 16, 2010 Corporate Governance and Executive Compensation in the New Dodd Bill: Implications for All US Public Companies
Client Memorandum
March 15, 2010 Preparing for RiskMetrics Group's New Governance Risk Indicators (GRId)
General Counsel Update
February 18, 2010 Directors' Duties under the New SEC Rules on Disclosure Enhancement
Article: The Conference Board
February 9, 2010 RiskMetrics’ Governance Risk Indicators (GRId) – a New Governance Measurement for Proxy Voting Reports
General Counsel Update
February 1, 2010 Say on Pay: une realite bientot francaise?
Decideurs: Strategie Finance Droit
January 28, 2010 SEC Removes Roadblocks to Use of Non-GAAP Measures in Filings
Client Memorandum
January 7, 2010 The SEC’s New Corporate Governance and Compensation Disclosure Requirements
Client Memorandum
December 16, 2009 SEC Adopts Additional Compensation and Corporate Governance Disclosure for 2010 Proxy Season
Client Memorandum
December 14, 2009 Wall Street Reform Act Includes Say on Pay and Other Compensation Provisions
Client Newsflash
December 2, 2009 Preparing for the 2010 Proxy Season: RiskMetrics Updates Voting Policies
Client Memorandum
December 2, 2009 NYSE Corporate Governance Rule Changes to Take Effect January 1, 2010
Client Newsflash
November 20, 2009 Congressional and SEC Governance and Compensation Proposals: Scorecard and Action Plan
Client Memorandum
November 17, 2009 Dodd Bill Would Affect Corporate Governance and Executive Compensation Processes for All US Public Companies
Client Memorandum
November 16, 2009 Abuse of Non-GAAP Measures: SEC Brings First Regulation G Enforcement Action
Client Newsflash
November 11, 2009 Proxy Access Update: Proposed Legislation Would Bolster SEC Authority on Proxy Access
Client Newsflash
October 28, 2009 SEC Revises Position on Exclusion of Shareholder Proposals Related to Risk and CEO Succession
Client Newsflash
October 16, 2009 General Counsel Update
Planning for New Revenue Recognition Standards—Governance, Communications and Disclosure Implications
October 15, 2009 Governance Practices for IPO Companies: A Davis Polk Survey
Client Memorandum
October 14, 2009 Podcast: Revenue Recognition Changes

Pages