KMK Law Corporate & Securities Blog

With the 2013 annual meeting season well underway, we want to remind you of compliance deadlines, new and proposed listing rules, developments in recommendations of proxy advisory firms and other securities regulation and corporate governance matters.

The SEC recently approved new proposed listing standards for both the New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) regarding criteria for compensation committee member independence and compensation consultant independence.

Both the Nasdaq Stock Market (“Nasdaq”) and the New York Stock Exchange (“NYSE”) recently proposed new rules to conform to the SEC’s recently established requirements regarding independence standards for compensation committee members and advisers.

Yesterday, the SEC proposed rules to eliminate the prohibition against general solicitation and advertising in private offerings under Securities Act Regulation D Rule 506 and Rule 144A. The proposed rules do not develop in any meaningful way the provisions contemplated in the JOBS Act. The SEC will seek public comment on the proposed rules for 30 days. 

The Securities and Exchange Commission (“SEC”) recently issued final rules implementing Dodd-Frank Act provisions regarding the independence of public company compensation committee members and advisers. 

Institutional Investor Services (ISS) recently announced that it will be launching GRId 2.0 on February 20, 2012.  GRId, or Governance Risk Indicators, is ISS’s rating system for publicly-traded companies’ corporate governance practices which ISS  wants us to believe is designed to measure publicly-traded companies’ governance-related risk.  

This week, the SEC adoped final rules on proxy access which will require companies to provide certain shareholders or shareholder groups the opportunity to nominate candidates for boards of directors and to include information in the company's proxy materials about, and the ability to vote for, these shareholder nominees.

On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act into law.