SEC Issues Proposed Rules Requiring Use of Universal Proxy

The Securities and Exchange Commission has proposed amendments to the federal securities laws that would require use of universal proxies in connection with contested elections of directors.  These universal proxies would include the names of all nominees for election to the board of directors, including both the registrant’s slate of nominees and a dissident party’s […]

SEC Clarifies Effect of Whistleblower Definitions as New Bill Pushes Extension of Time to Enforce Securities Law Violations

On August 4, 2015, the Securities and Exchange Commission (the SEC) clarified a discrepancy in the interpretation of the securities laws regarding whether an individual who reports securities law violations must report misconduct to the SEC in order to constitute a “whistleblower,” who is entitled to protection under the anti-retaliation provisions in the 2010 Dodd-Frank […]

Benefits of Quotation on the OTC Markets in lieu of Exchange Act Registration

The public securities markets are a useful source of capital and liquidity for issuers and their security holders.  Many issuers access the public securities markets by registering a class of securities under the Securities Exchange Act of 1934 (the “Exchange Act”) and listing their securities on a national securities exchange such as the NASDAQ Stock […]

JOBS Act Initiatives

The “Jumpstart Our Business Startups (JOBS) Act,” enacted by the United States Congress and signed into law by President Obama on April 5, 2012, includes several initiatives that should facilitate capital formation in the business community.  The JOBS Act, among other things: Removes the prohibition against general solicitation and general advertising for certain securities offerings; […]

SEC Releases Final Rules On Compensation Committee Independence And Compensation Advisers

On June 27, 2012, the Securities and Exchange Commission published new Rule 10C-1 under the Securities Exchange Act of 1934 to implement Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.  Section 952 added Section 10C to the Exchange Act, which requires the SEC to adopt rules to direct the […]

Citigroup Board Faces Challenges After Shareholder Say-on-Pay Vote

As the media have reported recently, the shareholders of Citigroup rejected CEO Vikram Pandit’s $14.9 million compensation package at Citigroup’s 2012 annual meeting.  The vote was required as a result of the amendments to the federal securities laws implemented by the Dodd-Frank Act of 2010, which require public companies to hold advisory shareholder votes to […]