Corporate Governance and Continuous Disclosure

An overview of the "up-the-ladder" reporting rules enacted under the Sarbanes-Oxley Act for attorneys appearing and practicing before the SEC. This Note explains who is subject to the rules, what types of conduct trigger a reporting obligation, the responsibilities of supervisory and subordinate attorneys and potential sanctions.

This Note discusses what an annual report on Form 20-F is, the information contained in a Form 20-F annual report, how to prepare such an annual report and how to file it. Only foreign private issuers can file an annual report on Form 20-F.

An overview of auditing in the financial reporting context. This note includes a general discussion of the purpose of auditing, the audit process, audit reports (or audit opinions) and auditor independence, with a focus on the rules and standards that apply in the context of US public company audits.

This Note examines adjustments portfolio companies can make to their net income to improve their EBITDA, in particular the pro forma add-back for cost savings. This Note also compares the cost savings add-back to two other common adjustments to EBITDA, the add-backs for permitted acquisitions or dispositions and for business optimization expenses or restructuring charges.

This Note discusses the method of filing a single comprehensive multi-year Form 10-K report to correct a reporting company's failure to file multiple periodic reports under the Securities Exchange Act of 1934, as amended. In particular, this Note describes the benefits of using a comprehensive Form 10-K and details the information required to be included in the report. This Note reviews the process for obtaining permission from the SEC to use a comprehensive Form 10-K. In addition, this Note explains the impact of filing a comprehensive Form 10-K on the company's outstanding filing requirements.

This Note discusses issues that companies should consider and actions companies should undertake when it plans to change transfer agents.  

This Note addresses issues for a company to consider before conducting its annual meeting of stockholders. This Note discusses voting procedures, including determining a quorum and the required voting standards. This Note also discusses the events that may occur during an annual meeting of stockholders, including procedures for handling stockholder questions, potential disruptions of the meeting and members of the press, and how to adjourn the meeting. In addition, this Note reviews whether to hold the stockholders' meeting electronically and how to report the voting results of the meeting.

A list and description of major filings and other documents in the litigation filed by a group of business organizations against the SEC challenging Section 1502 of the Dodd-Frank Act (the conflict minerals provision) and the SEC's conflict minerals rule.

This Note discusses the corporate governance standards relating specifically to the audit committee of the board of directors established by the SEC, the NYSE and NASDAQ. In particular, this Note describes the audit committee requirements imposed by the Sarbanes-Oxley Act of 2002, including independence, responsibility for the auditors, setting up complaint procedures, authority to retain advisors and the need for adequate funding, and disclosure of audit committee information under the securities laws. This Note also reviews listing standards of the NYSE and NASDAQ relating to the audit committee, including compliance with SEC rules, committee membership and independence, and the need for a written audit committee charter. This Note compares these requirements and discusses preparation of the committee charter.

A discussion of the corporate governance standards relating specifically to a company's code of ethics or business conduct as established by the SEC, the NYSE and NASDAQ. This Note reviews the Sarbanes-Oxley requirement that public companies disclose and describe their code of ethics for senior officers. This Note also describes and compares NYSE and NASDAQ standards relating to the subjects included in a code of ethics or code of conduct and the process for waiving any of its provisions. In addition, this Note raises issues for consideration in drafting a code of ethics or code of conduct.

This Note discusses the corporate governance standards established by the NYSE and NASDAQ, as well as the SEC, where applicable, relating to the nominating and corporate governance committee of the board of directors. This Note describes and compares NYSE and NASDAQ standards regarding independence and the need for a written committee charter. This Note also describes the SEC's corporate governance disclosure requirements relating to the nominating and corporate governance committee and preparing the committee charter.

This Note explains the available methods for correcting violations of Section 409A of the Internal Revenue Code, which applies to nonqualified deferred compensation. The three available correction methods can be used to correct operational failures under IRS Notice 2008-113, document failures under IRS Notice 2010-6 and failures related to compensation which is still subject to a substantial risk of forfeiture under the proposed income inclusion regulations.

This Note provides an overview of the methods available under Section 409A of the Internal Revenue Code for determining the fair market value of the stock of a privately-held corporation for purposes of granting exempt stock options and stock appreciation rights to employees and other service providers.

This Note explains what a smaller reporting company is. This Note describes the benefits of being treated as a smaller reporting company and discusses how to determine smaller reporting company status. In addition, this Note describes the differences in disclosure and reporting obligations for smaller reporting companies as compared to larger companies (including emerging growth companies, the new category of issuer created under the JOBS Act) under SEC rules and forms, including under Regulations S-K and S-X, the proxy rules, Securities Act registration statements and Exchange Act forms.

This Note discusses directors and officers liability (D&O) insurance, focusing on key types of D&O insurance coverage, policy terms, conditions and exclusions.

This Note covers the actions necessary for a Delaware corporation to effect a dividend, redemption or stock purchase (also known as a stock buyback or stock repurchase). It explains the applicable laws, the resources the corporation may use and the standard of review that Delaware courts apply when reviewing a dividend, redemption or stock purchase transaction.

This Note identifies some of the topics that are most commonly raised in SEC comment letters on executive compensation disclosure in registration statements, Form 10-K reports and proxy statements. It provides excerpts from representative SEC comment letters and offers tips to help avoid the comment as an initial matter or, failing that, respond effectively to the staff’s concerns.

This Note describes the fiduciary duties of the board of directors when a company becomes insolvent or is nearing insolvency and the measures that directors can take to limit their personal liability.

This Note details the standard procedures an entity must comply with when filing documents, such as Securities Act registration statements or Exchange Act periodic reports or other filings, with the Securities and Exchange Commission (SEC). This Note contains information on the confidential submission process available for IPO registration statements of emerging growth companies (EGCs) electing to take advantage of accommodations introduced by the JOBS Act. It also includes information on how to file confidential treatment requests and exhibits, how to amend a filing and how filing fees are paid. It also discusses the XBRL format requirements for financial statements.  

An introduction to the basic concepts of accounting and financial reporting, including the organization and line items of the basic financial statements (the balance sheet, income statement and statement of cash flows).

This Note explains what a Form 10-K is and describes the information required in a Form 10-K, including incorporation by reference to other documents. This Note discusses how to prepare a Form 10-K, including the parties involved, significant sources of information, tips on drafting the document and performing a form check. This Note also describes how and when to file a Form 10-K with the SEC and the securities exchanges. In addition, this Note reviews the impact of a failure to file a Form 10-K report, including antifraud liability and inability to use other forms of registration.

This Note reviews the requirements of Form 8-K. This Note summarizes what types of events would trigger the need to file a Form 8-K and describes the information required to be included in the report. This Note also discusses how to prepare a Form 8-K and raises considerations of steps to take before the report is filed. This Note also describes how and when to file a Form 8-K with the SEC and the securities exchanges and how to amend the report. In addition, this Note reviews the impact of a failure to file a Form 8-K report, including antifraud liability and inability to use other forms of registration.

This Note outlines the issues that public companies should consider in formulating a guidance policy for providing guidance to the market on their future operating results. A companion resource on this topic is Practice Note, Earnings Guidance FAQs  which provides a set of examples of frequently asked questions about how and when to give and update guidance.

This document discusses the dispute involving the efforts of The Children's Investment Fund Management LLP and 3G Capital Partners, Ltd. to control CSX Corporation, Inc. and provides a summary of key litigated issues and practical implications indicated by the litigation.

This document discusses the dispute surrounding the acquisition of InVision Techologies, Inc. by General Electric Company and provides a summary of key litigated issues and practical implications indicated by the litigation.

This document discusses the dispute concerning the scope of Section 304 of the Sarbanes-Oxley Act, arising from litigation in connection with the alleged fraudulent conduct of Engineered Support Systems, Inc.'s CEO.

This document discusses the dispute concerning whether an indenture governing the issuance of senior notes by UnitedHealth Group Inc. and Section 314(a) of the Trust Indenture Act impose timing requirements for filing reports with the SEC beyond the Exchange Act's rules.

This Note examines SEC annual and quarterly report disclosure required by the Iran Threat Reduction and Syria Human Rights Act of 2012. Public companies are required to include explanatory disclosure and make an IRANNOTICE filing on EDGAR if they or their affiliates engaged in certain Iran-related activities during the period covered by the report.

This Note highlights the key issues to consider when putting a post-initial public offering corporate governance structure in place for a private equity sponsor.

An examination of the lead or presiding director role, a key consideration in the decision to separate or combine the chairman and CEO roles. This Note explores typical powers and responsibilities charged to lead directors and offers suggestions to consider when structuring and filling the lead-director position.

This Note highlights how poison pills work, different state law approaches and different board and shareholder considerations, including what should trigger the pill, shareholder participation and different justifications for adopting the pill.

Registration statements and periodic reports filed under the Securities Act of 1934 are required to include a section on Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A), among other information. This Note focuses on what information a company must include in an MD&A section of a registration statement or periodic report, including the basic elements of the MD&A and other information that a company should address when explaining its performance and financial position. This Note also includes tips on preparing and drafting MD&A disclosure.

This Note provides an overview of key issues that in-house or external counsel to a start-up company or smaller business should consider and address in advance of capital raising activities. With the enactment of the Jumpstart Our Business Startups Act (JOBS Act) in April 2012, start-ups and smaller companies will have additional opportunities to access the capital markets. Advanced preparation by counsel will make it easier for the companies they represent to take advantage of these opportunities.

An overview of proxy contests. This Note explains the dynamics of the proxy contest process, risk mitigation strategies and how to maximize a company's chances to prevail in a contest.

An overview of the requirements of Regulation S-X, why it's important for lawyers to be familiar with Regulation S-X and selected topics in the context of registered securities offerings. This Note includes a discussion of practical considerations, including managing client expectations to avoid offering schedule delays and ensuring issuer compliance. The Note also discusses when financial statements of target companies or pro forma financial information may be required, when financial statements become "stale" and when an acquisition may result in a "blackout" period during which an issuer may not conduct a registered offering.

This Note discusses trading plans established under Rule 10b5-1 (Rule 10b5-1 trading plans) of the Securities Exchange Act of 1934, as amended. This Note summarizes the elements of a Rule 10b5-1 trading plan and explains how it can be used as an affirmative defense against potential insider trading liability.

This Note summarizes the purpose and process of the SEC's review of a public company's periodic reports. In particular, the Note examines the organization of the SEC, the process for assigning filings and the steps involved in the SEC reviewing and issuing comment letters on periodic reports. This Note also examines the steps that an issuer should take after receiving an SEC comment letter as well as how to appeal adverse comments. 

This Note discusses the beneficial reporting obligations under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended. In particular, this Note reviews the requirements of Section 13(d), including a discussion of what constitutes beneficial ownership and what information must be reported. This Note also discusses who may be eligible to file a Schedule 13G and under what situations a filer must convert from a Schedule 13G to Schedule 13D and vice versa. In addition, this Note also looks at special situations that may affect Section 13 reporting and the impact of the Dodd-Frank Act.

This Note discusses the liability for realizing short-swing profits imposed by Section 16(b) of the Securities Exchange Act of 1934, as amended, including who is liable under the statute and for what actions, timing considerations, how liability is enforced and exemptions from liability.  This Note also discusses how short-swing profits are calculated, providing detailed explanations and examples of matching multiple purchases and sales. 

An overview of the process of how shares of common stock of public companies are held, traded through the Depository Trust Company (DTC) system and transferred between transfer agents and securities intermediaries (broker-dealers and banks). This Note includes a series of flowcharts illustrating the process. This Note also includes an overview of the mechanics of the proxy voting process for registered and beneficial owners. 

This Note provides an overview of common alternatives available for restoring incentives to executives and employees when the exercise price of stock options exceeds the fair market value of the underlying shares (underwater stock options).

This Note discusses the contractual protections stockholders in companies with few stockholders typically seek to protect their investment, ensure they are involved in the management of the company and realize a return on their investment.

This Note provides a detailed primer on the rules governing when financial statements of IPO companies, large accelerated filers, accelerated filers, non-accelerated filers, foreign private issuers (FPIs) and other reporting companies need to be updated for purposes of SEC-registered securities offerings. In practice, this is often referred to as when financial statements go stale.

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the automobile, airline and transportation industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry. This resource is updated periodically to reflect new SEC filings. 

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the computer and electronic equipment industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry. This resource is updated periodically to reflect new SEC filings.

This Note sets out sample risk factor disclosure relating to intellectual property (IP) rights issues included in SEC periodic reports of Fortune 500 public companies, including risks relating to the development of IP, the strength and protection of a company's IP portfolio and infringement claims by or against a company.  Sample risk factor disclosure is broken into seven different industry categories based on issuers' SIC filing codes. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in each industry.  This resource is updated periodically to reflect new SEC filings.

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the media and entertainment industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry. This resource is updated periodically to reflect new SEC filings.

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the mining and metals industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry. This resource is updated periodically to reflect new SEC filings.

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the pharmaceutical & biotechnology industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry. This resource is updated periodically to reflect new SEC filings.

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the service industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry. This resource is updated periodically to reflect new SEC filings.

This Practice Note examines the definition of "officer" for purposes of Section 16 of the Exchange Act and the definitions of "executive officer" and "named executive officer" under Items 401 and 402 of Regulation S-K and the related Securities Act and the Exchange Act disclosure obligations. This Note also discusses Form 8-K reporting requirements for events involving certain officers.

This Note discusses the interactive data filings required by the SEC. This Note explains what XBRL is and which companies must provide XBRL filings. This Note summarizes how an XBRL exhibit is created and used. In addition, this Note describes what company information must be provided in XBRL format and in what filings the interactive data must be included. This Note also reviews when companies must begin providing XBRL exhibits and how to prepare an XBRL filing, including which parties are involved and preparation tips. This Note also discusses the impact of a failure to make an XBRL filing.

A discussion of the legal and strategic aspects of hostile takeovers and proxy contests, including links to the principal documents from a selection of hostile deals. This Note will be updated quarterly.

This Note provides an overview of the key legal and practical considerations for public companies to consider when issuing an earnings release and hosting an earnings call. It discusses the key rules and regulations governing the earnings announcement process, explains the typical timeline for issuing an earnings release and hosting an earnings call, and reviews the roles generally played by key participants. The Note also discusses special considerations related to announcing earnings results, including issues that arise when an earnings release and call are close in time to a securities offering, and the pros and cons of giving earnings guidance.

This Practice Note discusses key considerations for a company choosing a stock exchange internationally for an initial public offering. The Note discusses general considerations for a company choosing a listing venue, as well as key advantages and challenges of listing on the New York Stock Exchange (NYSE), The NASDAQ Stock Market, the Main Market of the London Stock Exchange (LSE) and the Main Market of the Stock Exchange of Hong Kong (HKSE). It also considers the potential impact the Jumpstart Our Business Startups Act (JOBS Act) may have on listings on US exchanges.

A discussion of stockholder proposals that includes links to proposals included in a sample of proxy statements filed through September 14, 2011 for the 2011 proxy season.

A discussion of issues relating to holding a frequency of say on pay vote with links to sample Form 8-K reports filed through May 18, 2011 to disclose voting results of 2011 annual stockholders' meetings.

This Note discusses SEC no-action letters excluding stockholder proposals, and includes links to a sampling of no-action letters issued by the Securities and Exchange Commission in 2010.

A discussion of stockholder proposals that includes links to proposals included in a sample of proxy statements filed for the 2010 proxy season.

Resources to prepare an annual report on Form 10-K.

Resources relating to a corporate compensation committee and its duties.

Core resources to assist corporations in designing suitable and comprehensive internal compliance and ethics programs. 

This Standard Document is a form of charter for the audit committee of the board of directors of a public company. This Standard Document includes provisions that reflect audit committee requirements established by the SEC under Sarbanes-Oxley, the NYSE and NASDAQ. This Standard Document has integrated notes with important explanations and drafting tips.

A form of questionnaire for the self-evaluation of a company's board of directors. The board of directors of an NYSE-listed company is required to conduct a performance evaluation at least annually. Although NASDAQ does not have a similar requirement, many NASDAQ companies have adopted a board evaluation process. This Standard Document can be used to assess the performance and effectiveness of the company's full board of directors. This Standard Document has integrated notes with important explanatory notes and drafting tips.

This Standard Document is a form of charter for the compensation committee of the board of directors of a public company and includes provisions relating to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and final NYSE and NASDAQ listing standards implementing the Dodd-Frank Act requirements. This Standard Document has integrated notes with important explanations and drafting tips.

This Standard Document is a form of questionnaire to be given by reporting companies to compensation consultants. It can be used by reporting companies to collect information for evaluating whether the work of a compensation consultant creates a conflict of interest that must be disclosed in the company's proxy statement. This information will provide the basis for the conflict of interest disclosure in the company's proxy statement. Because the factors involved in evaluating conflicts of interest are currently the same as the factors involved in evaluating independence before retaining consultants, legal counsel or other advisers, this questionnaire can also be modified to be used by the compensation committee in evaluating the independence of potential compensation consultants. This Standard Document has integrated notes with important explanations and drafting tips.

This Standard Document is a form of Directors' and Officers' Questionnaire to be used in preparation of the company's Form 10-K, annual report to stockholders and proxy statement. This questionnaire is used to help collect and verify information relating directly to directors and officers about which the company may not have sufficient knowledge to determine on its own. This Standard Document has integrated notes with important explanations and drafting tips.

A list setting out the numbered disclosure items under Form 8-K and designating the employees and officers of a company who have responsibility to internally report triggering events under each disclosure item. This Standard Document has integrated notes with important explanations and drafting tips.

This is a standard forward-looking statements legend that can be used as part of an initial public offering registration statement.  Forward-looking statements contained in IPO prospectuses are not covered by the statutory safe harbor but can still be protected under the bespeaks caution doctrine.  This legend includes several examples of forward-looking statements and important factors to be included in the meaningful cautionary language to aid drafters.  This Standard Document has integrated notes with important explanations and drafting tips.

A form of incentive stock option agreement to be used to grant incentive stock options to employees under a stock option or other equity incentive plan. This Standard Document has integrated notes with important explanations and drafting tips.

This is a standard investor script for use in wall-crossed offerings. It walks investment banking personnel through the process of bringing investors "over the wall" (meaning sharing material nonpublic information with them, subject to certain conditions, while pre-marketing a public securities offering). The script also includes a standard confidentiality and no trade agreement sent via e-mail.  This Standard Document has integrated notes with important explanations and drafting tips.

A Lead Director Charter that can be used by companies that have a lead director or presiding director. This Standard Document can be used by a company to enumerate the general and specific responsibilities and duties it expects the lead or presiding director to undertake. It includes integrated notes with explanations and drafting tips.

A form of memorandum to be delivered to a company's board of directors, board committee or senior management of a public company that explains how a company may terminate its securities exchange listings and withdraw those securities from registration under the Securities Exchange Act of 1934. This resource addresses the impact of the Jumpstart Our Business Startups Act of 2012 (JOBS Act). For more information on the JOBS Act, see Practice Note, Road Map to the Jumpstart Our Business Startups (JOBS) Act of 2012.

A form of memorandum to be delivered to management and other relevant employees of a public company summarizing the numbered disclosure items for which the company may need to file a Form 8-K and describing the types of corporate and other events that may trigger a reporting requirement. This memorandum is designed to educate management and employees about the company's Form 8-K reporting requirements and establish internal reporting obligations to strengthen the company's disclosure controls and procedures. This Standard Document has integrated notes with important explanations and drafting tips.

Form of minutes of the board of directors of a corporation, to be used when the board of directors takes actions at a meeting (as opposed to acting by written consent without a meeting). This Standard Document has integrated notes with important explanations and drafting tips.

This Standard Document is a form of charter for the nominating and corporate governance committee of the board of directors of a public company. This Standard Document has integrated notes with important explanations and drafting tips.

A form of non-qualified stock option agreement to be used to grant non-qualified stock options to employees under a stock option or other equity incentive plan. This Standard Document has integrated notes with important explanations and drafting tips.

A standard form for a notice of a meeting of the board of directors of a company.

The oath sworn by the person or entity appointed as inspector of election of a company's stockholders' meeting. This Standard Document has integrated notes with important explanations and drafting tips.

A sample policy for a company to adopt to govern the engagement of third parties or agents to conduct business on the company's behalf outside of the United States.  This policy addresses issues related to anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act of 1977 (FCPA).  This Standard Document has integrated drafting notes with important explanations and drafting tips.

This is a form of SEC response letter. This is a letter from a company in response to comments from the SEC staff on the company's periodic reports or other Exchange Act filings. This standard document has integrated notes with important explanations and drafting and negotiating tips.

A Standard Document setting out a sample policy and procedures for the granting of equity-based awards. The policy addresses the timing and pricing of equity-based awards and contains integrated notes with important explanations and drafting tips.

This Standard Document is the form of certificate required by Section 906 of the Sarbanes-Oxley Act of 2002 to be signed by each of the chief executive officer and chief financial officer of a public company. This certificate relates to, among other items, compliance with the Securities Exchange Act of 1934, as amended, and is filed as an exhibit to the company's annual and quarterly reports. This Standard Document has integrated notes with important explanations and drafting tips.

Social media guidelines for a public company for both personal social media use and social media use as an authorized company spokesperson. These guidelines incorporate social media best practices under US securities and disclosure laws and regulations. This Standard Document has integrated notes with important explanations and drafting tips, including discussion of the impact of National Labor Relations Board (NLRB) review of social media policies. 

A form of memorandum to be delivered to a company's board of directors, board committee or senior management that explains what actions are considered insider trading, when the company can be held liable for insider trading violations and the potential penalties as a result, and discusses the necessary provisions of a corporate insider trading policy.

Resolutions of the audit committee approving a public company's financial statements and periodic reports. In particular, these resolutions contemplate the audit committee's reviewing or approving the company's financial statements, recommending their inclusion in the company's Form 10-K, and reviewing or approving the company's Form 10-K or Form 10-Q, if applicable, and the earnings release for the period covered.These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of the board of directors appointing officers. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips.

Resolutions of the board of directors approving an equity incentive plan for company management and employees and submitting it to a stockholder vote at the annual meeting of stockholders. In addition, these resolutions contemplate the board of directors' approving other actions related to the plan, such as reserving the requisite number of securities to be issued under the plan and filing a registration statement on Form S-8 to cover the securities to be issued under the plan. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of the board of directors of a public company (or other entity complying with public company requirements) appointing an audit committee and adopting an audit committee charter. In addition, these resolutions contemplate the board of directors' setting the size of the committee, appointing the members and determining their independence, appointing a chairman and determining the audit committee financial expert, which must be disclosed under Item 407(d) of Regulation S-K. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses also include alternative language to be inserted into board minutes for situations where formal resolutions are not desired. These Standard Clauses have integrated notes with important explanations and drafting tips.

Form of resolutions of the board of directors (or compensation committee) of an SEC-reporting company designating officers under Section 16 of the Securities Exchange Act of 1934. These resolutions are drafted as clauses to be inserted into board minutes or a unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips.

Resolutions of the board of directors electing directors to fill director vacancies. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips.

Resolutions of the board of directors nominating candidates for election as directors at the annual meeting of stockholders. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of the board of directors ratifiying the appointment of auditors by the audit committee and submitting the auditors for ratification at the annual meeting. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of the board of directors approving the termination and liquidation of a nonqualified deferred compensation plan in connection with a change in control event under Section 409A of the Internal Revenue Code (IRC) and the acceleration of the time or schedule of payments under the plan. These Standard Clauses have integrated notes with important explanations and drafting tips.

Standard clause for the certificate of incorporation or by-laws of a Delaware corporation selecting the Delaware Court of Chancery as the exclusive jurisdiction for intra-entity disputes.

A standard clause for the by-laws of a Delaware or New York corporation providing that only the board of directors may call a special meeting of the stockholders. This Standard Clause has integrated notes with important explanations and drafting tips.

A standard clause to be used in a Delaware public corporation's certificate of incorporation providing that certain business combinations require a supermajority vote of the stockholders. This Standard Clause has integrated notes with important explanations and drafting tips.

A standard clause for the certificate of incorporation creating a staggered board. This Standard Clause has integrated notes with important explanations and drafting tips.

Standard clause for the certificate of incorporation of a New York or Delaware corporation requiring the affirmative vote of a majority of the board of directors or a supermajority of the stockholders for the amendment, adoption or repeal of a by-law. This Standard Clause has integrated notes with important explanations and drafting tips. 

Resolutions of the compensation committee approving a public company's compensation disclosure and say on pay proposals. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips. In particular, the notes to these resolutions discuss special considerations for smaller reporting companies, which now must hold say on pay votes but have reduced compensation disclosure requirements.

Resolutions of the compensation committee of the board of directors approving an executive employment agreement. These resolutions are drafted as standard clauses and should be inserted into committee minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of the nominating and corporate governance committee nominating candidates for election as directors at the annual meeting of stockholders. These resolutions are drafted as standard clauses and should be inserted into committee minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Standard climate change risk factors which may be inserted into a company's annual and periodic reports, registration statements or any private placement offering document. These Standard Clauses have integrated notes with important explanations and drafting tips.

Board resolutions approving the disposition of target derivative or equity securities by officers and directors of a target company in connection with a merger. These resolutions are designed to meet the approval requirements for exempting transactions from short-swing profit liability under Rule 16b-3(e) issued under the Securities Exchange Act of 1934. Because these resolutions are drafted in accordance with advice provided by the Securities and Exchange Commission (SEC) to Skadden, Arps, Slate, Meagher & Flom LLP in an interpretive letter, they are sometimes called "Skadden Resolutions."

Forms of a non-binding resolution of the stockholders of a public company approving its executive compensation arrangements, based on federal legislation and SEC rules. These resolutions are drafted as standard clauses and can be inserted into meeting minutes. This Standard Clause has integrated notes with important explanations and drafting tips.

This document summarizes key issues that a board should consider in determining an approach to shareholder relations. This document includes questions relating to the company's culture, governance structure, key shareholders and conducting shareholder outreach. This document is not a comprehensive list, but merely a guide to assist companies in focusing on ways to improve their relationships with their shareholders.

This Checklist summarizes key items to consider before and during drafting of the Compensation Discussion and Analysis section required in a public company's proxy statement, Form 10-K or registration statement. This Checklist offers a list of issues and questions relating to subjects that should be discussed in a Compensation Discussion and Analysis, including the compensation process, compensation consultants, benchmarking, the elements of compensation, such as salary, bonus, incentive compensation, perquisites and termination and severance provisions, and other compensation topics that may arise. This Checklist is not a comprehensive list, but merely a guide to assist lawyers in focusing on important issues.

A comparison of the corporate governance listing requirements of the New York Stock Exchange and the NASDAQ Stock Market.

This chart presents the quantitative listing requirements of NASDAQ for listed companies. A company that is already listed on a NASDAQ market must continue to satisfy these requirements in order to maintain its status as a listed company on NASDAQ.

This chart lists deadlines for when a public company's Form 10-K and Form 10-Q reports are due, depending on what type of filer the company is.

This Chart outlines director independence standards under New York Stock Exchange (NYSE) and NASDAQ Stock Market rules. It also sets out additional SEC independence standards for members of audit committees and alternative standards for members of compensation and nominating/corporate governance committees. This Chart addresses both current compensation committee requirements and independence standards proposed by the NYSE and NASDAQ under the Dodd-Frank Act.

This Chart summarizes some of the rules relating to who may need to file either a Schedule 13D or Schedule 13G and when the filing must be made. This Chart provides a guide to assist attorneys in keeping their clients up to date.

This Checklist outlines the documents that must be prepared and filed and steps that must be taken by a company requesting confidential treatment of information contained in a response letter to or otherwise requested by the SEC. This Checklist applies to confidential treatment requests under Rule 83 of the SEC's Rules of Practice. It does not cover requests for confidential treatment of information that is required to be disclosed.

This Checklist summarizes some of the most common events that trigger the need to file a Form 4. This Checklist is not a comprehensive list of all possible events, but merely a guide to assist attorneys in keeping their clients up to date.

A summary of when a full English translation or an English summary is required of a foreign language document furnished under Form 6-K .

A summary of the items of Form 8-K under which material events and transactions must be disclosed and the deadlines for filing the different Form 8-K reports. This Chart lists the general types of events that are reportable under each item of Form 8-K and the filing deadlines attributable to each such item.

This Checklist summarizes the requirements of the NYSE for companies submitting data on a timely basis. Data includes press releases disclosing material corporate developments, proxy statements, notices about dividends and shareholder meetings, changes in treasury stock, changes in executive officers and directors and additional listing applications.

This Checklist provides a quick reference guide to help in making materiality determinations under securities and disclosure laws and rules, includes important questions to ask and highlights key areas where information is often found to be material, requiring careful attention and perhaps public disclosure. 

This Checklist summarizes key items to consider before and during drafting of the Management's Discussion & Analysis of Financial Condition and Results of Operations (MD&A) section required in a public company's Form 10-K, Form 10-Q or registration statement. This Checklist offers a list of issues and questions relating to subjects that should be discussed in an MD&A section, including the company's results of operations, liquidity, capital resources, contractual obligations, off-balance sheet arrangements, credit facilities, debt securities, critical accounting policies and estimates, other accounting topics and related party transactions. In addition, this Checklist offers a series of issues and questions regarding climate change to determine whether this subject should be addressed in a company's MD&A section. This Checklist is not a comprehensive list, but merely a guide to assist lawyers in focusing on important issues.

This chart presents the qualitative listing requirements of the NASDAQ Stock Market (NASDAQ). The chart identifies which requirements must be met at the time of initial listing, and must continuously be met to remain listed, and, if applicable, the maximum time for compliance from the date of listing. A company that is already listed on NASDAQ must continue to satisfy these requirements to maintain its status as a listed company on NASDAQ. The corporate governance rules for NASDAQ are set out in the Listing Rule 5600 Series and the interpretative materials associated with those rules. While NASDAQ has three listing tiers for public companies, with each having different quantitative standards and requirements for listing, the qualitative standards and requirements for initial listing and for maintaining the listing are the same for all tiers. The chart also identifies certain of the initial and periodic reporting forms that must be filed by a NASDAQ-listed company concerning its compliance with NASDAQ's corporate governance rules.

This Checklist outlines the requirements that must be satisfied for a stock option to qualify as an incentive stock option (ISO) under Section 422 of the Internal Revenue Code and receive more favorable employee tax treatment than non-qualified stock options.

This checklist summarizes additional key items to consider when drafting the disclosure relating to the relationship between risk and overall compensation required in a public company's proxy statement, Form 10-K or registration statement. This Checklist is not a comprehensive list, but merely a guide to assist attorneys in focusing on important issues.

A flowchart providing a structural overview of the Rule 14a-8 shareholder proposal process. This Chart outlines the process by which a company can seek SEC staff no-action relief to avoid including a shareholder proposal in its proxy materials.

A Checklist of best practices for public companies and their counsel to consider when the company and its employees are active in social media. This Checklist offers suggestions in dealing with the limitations and challenges that federal securities laws place on the use of social media and avoiding violations of the securities laws. This Checklist also covers social media use during sensitive disclosure periods, such as during securities offerings and proxy solicitations.

A Checklist outlining the reporting process for attorneys subject to the "up-the-ladder" reporting rules enacted by the SEC under the Sarbanes-Oxley Act. This Checklist explains the initial up-the-ladder reporting requirement, the criteria for determining an appropriate response to a report, the steps that must be taken when no appropriate response is received and the streamlined reporting process available to issuers with a qualified legal compliance committee (QLCC).

These charts show the first dates in 2012 when newer financial statements must be included in a registration statement filing because older financials have gone stale under the financial statement staleness rules. These rules, which are contained in Rule 3-12 of Regulation S-X, apply to SEC-registered securities offerings. A chart is provided for IPO companies, large accelerated filers, accelerated filers and non-accelerated filers, other than foreign private issuers, with calendar fiscal years. These charts are a companion resource to Practice Note, Updating Financial Statements: The Staleness Rules, which provides a detailed primer on the staleness rules.

An overview of the Securities and Exchange Commission (SEC) rules applicable to the Exchange Act  reporting requirements of voluntary SEC filers. This chart addresses the requirements of Regulation S-K, Regulation G, Sarbanes-Oxley Act and the Securities Exchange Act of 1934 (Exchange Act).

A Checklist of factors that counsel for a US reporting company should consider in deciding whether information shared by the company's "covered persons" to market professionals and securityholders is considered "material nonpublic information" under Regulation FD, and therefore must be simultaneously disclosed to the public.

This chart identifies the XBRL reporting obligations of public companies and their filing deadlines, depending on what type of filer a company is. This chart also includes deadlines for the expiration of the applicable limited liability periods for XBRL information.

These Charts compare selected listing requirements and ongoing compliance obligations applicable to companies with shares listed on the New York Stock Exchange, the NASDAQ Stock Market's Global Market, the Main Market of the London Stock Exchange and the Main Market of the Stock Exchange of Hong Kong. These Charts are a companion resource to Practice Note, Choosing an International Stock Exchange, which discusses key considerations for companies choosing between these international listing venues.

In her regular column on corporate governance issues, Holly Gregory explores the challenges that boards and their corporate governance and nominating committees face when making decisions relating to the composition of the board.

An examination of how issuers are addressing new Iran-related disclosure requirements and key takeaways from the first 100 SEC periodic reports filed.

A look at the JOBS Act a year after its signing, including PLC resources on the widespread changes in the law and the market it led to in its first year and guidance on the provisions that have yet to be implemented.

In her regular column on corporate governance issues, Holly Gregory provides guidance for audit committees to keep their agendas focused on priorities, while staying up to date on changing conditions.

A review of a sample of publicly-available political contributions policies available on company websites as of March 13, 2013.

In her regular column on corporate governance issues, Holly Gregory examines key developments that compensation committees and their counsel should focus on this year.

A Q&A guide to corporate governance law in Argentina. The Q&A gives a high level overview of board composition, the comply or explain approach, management rules and authority, directors’ duties and liabilities, transactions with directors and conflicts, company meetings, internal controls, accounts and audit, institutional investors and reform proposals. To compare answers across multiple jurisdictions, visit the Corporate Governance Country Q&A tool. The Q&A is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of jurisdictional Q&As visit www.practicallaw.com/corpgov-mjg

A Q&A guide to corporate governance law in Austria. The Q&A gives a high level overview of board composition, the comply or explain approach, management rules and authority, directors’ duties and liabilities, transactions with directors and conflicts, company meetings, internal controls, accounts and audit, institutional investors and reform proposals. To compare answers across multiple jurisdictions, visit the Corporate Governance Country Q&A tool. The Q&A is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of jurisdictional Q&As visit www.practicallaw.com/corpgov-mjg

A Q&A guide to corporate governance law in Hong Kong. The Q&A gives a high level overview of board composition, the comply or explain approach, management rules and authority, directors’ duties and liabilities, transactions with directors and conflicts, company meetings, internal controls, accounts and audit, institutional investors and reform proposals. To compare answers across multiple jurisdictions, visit the Corporate Governance Country Q&A tool. The Q&A is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of jurisdictional Q&As visit www.practicallaw.com/corpgov-mjg

A Q&A guide to corporate governance law in Ireland. The Q&A gives a high level overview of board composition, the comply or explain approach, management rules and authority, directors’ duties and liabilities, transactions with directors and conflicts, company meetings, internal controls, accounts and audit, institutional investors and reform proposals. To compare answers across multiple jurisdictions, visit the Corporate Governance Country Q&A tool. The Q&A is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of jurisdictional Q&As visit www.practicallaw.com/corpgov-mjg.

A Q&A guide to corporate governance law in Japan. The Q&A gives a high level overview of board composition, the comply or explain approach, management rules and authority, directors’ duties and liabilities, transactions with directors and conflicts, company meetings, internal controls, accounts and audit, institutional investors and reform proposals. To compare answers across multiple jurisdictions, visit the Corporate Governance Country Q&A tool. The Q&A is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of jurisdictional Q&As visit www.practicallaw.com/corpgov-mjg

A Q&A guide to corporate governance law in Switzerland. The Q&A gives a high level overview of board composition, the comply or explain approach, management rules and authority, directors’ duties and liabilities, transactions with directors and conflicts, company meetings, internal controls, accounts and audit, institutional investors and reform proposals. To compare answers across multiple jurisdictions, visit the Corporate Governance Country Q&A tool. The Q&A is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of jurisdictional Q&As visit www.practicallaw.com/corpgov-mjg

A Q&A guide to corporate governance law in Ukraine. The Q&A gives a high level overview of board composition, the comply or explain approach, management rules and authority, directors’ duties and liabilities, transactions with directors and conflicts, company meetings, internal controls, accounts and audit, institutional investors and reform proposals. To compare answers across multiple jurisdictions, visit the Corporate Governance Country Q&A tool. The Q&A is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of jurisdictional Q&As visit www.practicallaw.com/corpgov-mjg.

A Q&A guide to corporate governance law in the United States. The Q&A gives a high level overview of board composition, the comply or explain approach, management rules and authority, directors’ duties and liabilities, transactions with directors and conflicts, company meetings, internal controls, accounts and audit, institutional investors and reform proposals. To compare answers across multiple jurisdictions, visit the Corporate Governance Country Q&A tool. The Q&A is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of jurisdictional Q&As visit www.practicallaw.com/corpgov-mjg

In Australia, if 25% of the shareholders of a listed company (excluding directors and key executives) who vote on the company's remuneration report object to the report for two years running, the entire board may face re-election. This "two strikes rule" shifts the traditional division of responsibility for management between directors and shareholders and has stirred up heated debate among relevant stakeholders. This article looks at the history and effects of the rule. This article is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of contents visit www.practicallaw.com/corpgov-mjg.

This article looks at recent high-profile corporate scandals in Japan and their effect on corporate governance reform proposals, in particular in relation to the appointment and definition of independent company officers. This article is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of contents visit www.practicallaw.com/corpgov-mjg

This Akin Gump Strauss Hauer & Feld LLP Law Firm Publication sets out a list of key issues for public company boards of directors in 2013. The Article discusses strategic planning challenges, social media concerns, cybersecurity risks, management of reputational risk and changing norms and regulatory requirements for executive compensation.  It also discusses the impact of ongoing health care reform,  appropriate board composition, challenges for finding the right talent for the company and concerns relating to both regulation and information overload in the workplace. Click here to download PDF

A Q&A guide to corporate governance law in Greece. The Q&A gives a high level overview of board composition, the comply or explain approach, management rules and authority, directors’ duties and liabilities, transactions with directors and conflicts, company meetings, internal controls, accounts and audit, institutional investors and reform proposals. To compare answers across multiple jurisdictions, visit the Corporate Governance Country Q&A tool. The Q&A is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of jurisdictional Q&As visit www.practicallaw.com/corpgov-mjg.

This table is part of the PLC multi-jurisdictional guide to corporate governance law. It lists the required approvals and disclosures that apply to executive remuneration in each jurisdiction covered in the main Q&As.  For a full list of jurisdictional Q&As visit www.practicallaw.com/corpgov-mjg.

In her regular column on corporate governance issues, Holly Gregory examines say on pay voting results from the 2012 proxy season and provides insights on what companies should do to prepare for 2013. Smaller reporting companies, which will be subject to say on pay for the first time, should pay particular attention to the lessons learned as they plan for next year’s proxy season.

The increasing volume of multi-forum lawsuits has led to a considerable rise in the adoption by Delaware companies of forum selection provisions designating Delaware as the exclusive venue for intracompany disputes. This has ignited a growing debate about the advisability and validity of these provisions.

A survey of JOBS Act disclosure and elections by emerging growth companies in IPO prospectuses filed with the SEC since April 5, 2012.

In her regular column on corporate governance issues, Holly Gregory examines trends in director elections that developed during the 2012 proxy season, including calls for majority voting, negative vote campaigns and proxy access proposals.

In her regular column on corporate governance issues, Holly Gregory offers guidance to boards on how to prepare for and respond to corporate crisis.

In her regular column on corporate governance issues, Holly Gregory highlights the importance for boards to understand the implications of social media and considers the board’s role in overseeing the company’s use of social media.

Public companies are rapidly expanding their use of social media and other informal corporate disclosure channels. Before using these channels for corporate communications, companies should understand the regulatory issues that may arise. This Article explores the potential securities and disclosure concerns in this developing area and provides guidance on how companies can stay ahead of the curve and reduce risks when using social media.

In her regular column on corporate governance issues, Holly Gregory explores the growing pressures on companies and their boards for more meaningful accountability and transparency relating to corporate political contributions and lobbying activities.

In her regular column on corporate governance issues, Holly Gregory examines the vital role the board plays in leadership succession planning.

An expert Q&A with Howard Pianko and William Prickett of Seyfarth Shaw LLP on the implications of recent shareholder derivative suits filed against directors of companies with failed say on pay votes and their compensation advisors, including steps companies can take to protect against these lawsuits.

In her regular column on corporate governance issues, Holly Gregory explores 12 important areas requiring board attention in the year ahead.

This Article outlines recent Delaware Court of Chancery decisions that highlight factors to take into account when structuring a sale of control transaction. These decisions offer guidance to boards seeking to satisfy enhanced scrutiny under Revlon.

This Article discusses compliance with the 2008 amendments to the oil and gas disclosure rules for public companies. It provides a summary of two significant reserves-related disclosure rules introduced by the amendments: a five-year rule for proved undeveloped reserves (PUDs) and a rule permitting companies to prove their reserves through reliable technology. By examining SEC comment letters in response to the first wave of Form 10-K filings under these new rules, this Article provides valuable insight into the SEC's main areas of focus under the amended disclosure regime.

In her regular column on corporate governance, Holly Gregory considers the implications of the SEC’s newly-adopted whistleblower bounty rules and suggests actions that companies can take to assess and bolster their compliance programs.

In her regular column on corporate governance issues, Holly Gregory examines recent guidance from the United Nations that sets global standards for preventing and addressing human rights abuses linked to business activity.

A Q&A guide to corporate governance law in British Virgin Islands. The Q&A gives a high level overview of board composition, the comply or explain approach, management rules and authority, directors’ duties and liabilities, transactions with directors and conflicts, company meetings, internal controls, accounts and audit, institutional investors and reform proposals.   To compare answers across multiple jurisdictions, visit the Corporate Governance Country Q&A tool.   The Q&A is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of jurisdictional Q&As visit www.practicallaw.com/corpgov-mjg

A Q&A guide to corporate governance law in France. The Q&A gives a high level overview of board composition, the comply or explain approach, management rules and authority, directors’ duties and liabilities, transactions with directors and conflicts, company meetings, internal controls, accounts and audit, institutional investors and reform proposals.   To compare answers across multiple jurisdictions, visit the Corporate Governance Country Q&A tool.   The Q&A is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of jurisdictional Q&As visit www.practicallaw.com/corpgov-mjg

A Q&A guide to corporate governance law in Hungary. The Q&A gives a high level overview of board composition, the comply or explain approach, management rules and authority, directors’ duties and liabilities, transactions with directors and conflicts, company meetings, internal controls, accounts and audit, institutional investors and reform proposals.   To compare answers across multiple jurisdictions, visit the Corporate Governance Country Q&A tool.   The Q&A is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of jurisdictional Q&As visit www.practicallaw.com/corpgov-mjg

A Q&A guide to corporate governance law in Singapore. The Q&A gives a high level overview of board composition, the comply or explain approach, management rules and authority, directors’ duties and liabilities, transactions with directors and conflicts, company meetings, internal controls, accounts and audit, institutional investors and reform proposals.   To compare answers across multiple jurisdictions, visit the Corporate Governance Country Q&A tool.   The Q&A is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of jurisdictional Q&As visit www.practicallaw.com/corpgov-mjg

A Q&A guide to corporate governance law in India. The Q&A gives a high level overview of board composition, the comply or explain approach, management rules and authority, directors’ duties and liabilities, transactions with directors and conflicts, company meetings, internal controls, accounts and audit, institutional investors and reform proposals.   To compare answers across multiple jurisdictions, visit the Corporate Governance Country Q&A tool.   The Q&A is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of jurisdictional Q&As visit www.practicallaw.com/corpgov-mjg

In 2011 Russia's large consumer market still seems attractive but foreign businesses are discouraged by the costs, complex bureaucratic procedures and legal uncertainty they face. This chapter looks at the legal framework applicable to foreign investment in Russia. This article is part of the PLC multi-jurisdictional guide to corporate governance law. For a full list of contents, visit www.practicallaw.com/corpgov-mjg.

This Article examines recent trends and developments in Foreign Corrupt Practices Act (FCPA) and international anti-corruption enforcement and considers their impact on companies.

Linda Rappaport, John Cannon and Doreen Lilienfeld of Shearman & Sterling LLP discuss their views on how the executive compensation provisions of the Dodd-Frank Act will impact public companies.

This Article focuses on the significant developments and notable trends in corporate governance around the third quarter of 2010.

In her regular column on corporate governance, Holly Gregory examines the latest call for a return to a more principles-based approach to governance, the Report of the NYSE Commission on Corporate Governance.

In her regular column on corporate governance issues, Holly Gregory argues that boards should apply more independent judgment to develop governance practices tailored to the needs of the company and shareholders should assess those governance practices in light of the company’s performance.

In her regular column on corporate governance issues, Holly Gregory analyzes the provisions of the Dodd-Frank Act that apply to the boards of directors of most US publicly-traded companies and offers guidance to address their implications.

This Article focuses on the significant developments and notable trends in corporate governance around the second quarter of 2010.

This Article explores current trends in structuring corporate governance and liquidity rights for private equity sponsor-backed initial public offerings.

This Article focuses on the significant developments and notable trends in corporate governance during the first quarter of 2010, appearing in roughly chronological order.

In her regular column on corporate governance issues, Holly Gregory examines different board leadership models in light of the new SEC disclosure requirements.

In her regular column on corporate governance issues, Holly Gregory examines ways boards can develop a more productive approach to evaluating board effectiveness.

The results of a survey of the governance practices for the 50 largest initial public offerings by US companies in 2007 and 2008.

In her regular column on corporate governance issues, Holly Gregory encourages boards to increase their focus on shareholder communication efforts.

Simpson Thacher & Bartlett LLP Memorandum on SEC amendments to its rules on compensation and corporate governance disclosure. Proxy statements and annual reports on Form 10-K must be in compliance with the new rules if the company's fiscal year ends on or after December 20, 2009 and the proxy statement or annual report is filed on or after February 28, 2010. Click here to view the full text.

In the absence of specific disclosure standards from the SEC, there continues to be wide variability in the scope and quality of climate change risk disclosures to investors.  This Article examines current disclosure practices and explains why greater guidance from the SEC is needed.

This Article examines the likely impact of the proposed compensation and disclosure reforms on companies and provides practical advice on what can be done now to prepare for the changes that are coming.

Professor Steven M. Davidoff writes on the recent decisions from the Delaware Chancery Courts in a post Lyondell world.

The poison pill, which had fallen out of favor over the past few years, is experiencing a comeback in the current economic climate. This Article considers recent trends in traditional and NOL poison pills.

An Article on how companies may deal with a situation where stock options granted to incentivize employees are "underwater" because they have an exercise price greater than the market price of the underlying stock as a result of a decline in stock prices. The Article discusses stock option repricing and exchange programs, practices which include reducing the exercise price of the underwater options and exchanging underwater options for new options based on current market levels, for restricted stock, for a payment of cash or for a combination of options and cash. The Article outlines applicable US federal securities laws, stockholder approval requirements and accounting and tax issues to consider when determining whether to effect option repricing or exchanges. The advantages and disadvantages of option repricing and exchanges to a company and its stockholders are also examined.Click here to open as a PDF

A 2008 survey of trends in the general corporate governance practices of the largest US public companies.Click here to open as a PDF

Professor Steven M. Davidoff writes on the likely increase in hostile takeovers and important issues to consider when implementing defensive measures.

An overview of directors' duties and the corporate governance practices of US public companies.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services.

The American Institute of Certified Public Accountants (AICPA) released a financial reporting framework for small and medium-sized private entities.

The Delaware Court of Chancery denied a motion to dismiss in In re China Agritech, Inc., finding reasonable inferences for the plaintiff's Caremark claims against the directors of a China-based Delaware corporation.

The SEC's Division of Corporation Finance issued two sets of frequently asked questions (FAQs) on the conflict minerals and resource extraction disclosure rules.

The Financial Accounting Foundation (FAF) and the Financial Accounting Standards Board (FASB) announced that the SEC has adopted the 2013 US GAAP Financial Reporting Taxonomy.

The SEC issued new and revised compliance and disclosure interpretations (C&DIs) on several Securities Act and Exchange Act topics.

NASDAQ withdrew a proposed rule that would have required all listed companies to establish and maintain an internal audit function.

NYSE and NASDAQ standards relating to compensation committee advisors become effective on July 1, 2013.

The SEC announced the agenda for an upcoming meeting of its Advisory Committee on Small and Emerging Companies, which is scheduled to take place on May 1, 2013 at 9:30 a.m. (EDT).

During a dialogue with members of the bar on April 5, 2013, a senior staff member of the SEC's Division of Corporation Finance stated that the division plans to issue guidance on Rule 13p-1 under the Exchange Act (the conflict minerals rule) soon.

The SEC issued a report on its investigation of Netflix and its CEO for an alleged Regulation FD violation related to a Facebook posting. 

The Public Company Accounting Oversight Board (PCAOB) issued a proposed framework that would reorganize its auditing standards into a topical structure with a single, integrated numbering system.

On 27 March 2013, the European Commission launched a public consultation on a possible EU initiative on responsible sourcing of minerals originating from conflict-affected and high-risk areas. The consultation runs until 26 June 2013.

Institutional Shareholder Services (ISS) recently released a 2013 Proxy Season Preview of shareholder proposals relating to environmental and social issues that shareholders will be asked to vote on at annual meetings during the spring proxy season.

The SEC's Division of Trading and Markets issued a notice of a proposed rule requiring NASDAQ-listed companies to have an internal audit function.

The Superior Court of California, Santa Clara County, in Gordon v. Symantec Corporation et al., dismissed a class action lawsuit alleging Symantec directors breached their fiduciary duty to disclose adequate executive compensation information relating to Symantec's say on pay proposal for its annual meeting.

On February 7, 2013, eight law firms published a Consensus Report to help answer questions relating to compliance with new reporting obligations under Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act.

The SEC's Division of Trading and Markets released FAQs on the exemption from broker-dealer registration in the JOBS Act.

An introduction to PLC Corporate & Securities resources to assist in-house and outside counsel in updating the risk factor disclosure in a public company's annual report on Form 10-K.

The SEC Advisory Committee on Small and Emerging Companies announced it will meet on February 1, 2013 and released draft recommendations to be finalized at the meeting.

The SEC approved NASDAQ's listing standards relating to the independence of compensation committees, compensation consultants and other compensation advisers.

The SEC issued a final rule updating the EDGAR Filer Manual (Volume II).

Institutional Shareholder Services Inc. (ISS) issued a revised white paper on its approach to evaluating pay-for-performance alignment, incorporating a defined calculation of "realizable pay" and the revised peer group selection methodology ISS previously announced.

The US Court of Appeals for the Second Circuit found that the short-swing profit rule in Section 16(b) cannot be applied to transactions by a corporate insider in different classes of common stock.

Institutional Shareholder Services (ISS) issued new and updated FAQs on its 2013 US proxy voting policies and procedures. The FAQs address compensation and non-compensation related issues. 

The SEC approved new PCAOB Auditing Standard No. 16, Communications with Audit Committees.

The SEC released an updated draft of the EDGAR Filer Manual (Volume II) to reflect changes scheduled to be implemented on January 14, 2013.

The SEC's Division of Corporation Finance issued seven new compliance and disclosure interpretations relating to the Iran Threat Reduction and Syria Human Rights Act of 2012.

The SEC approved NASDAQ's proposed rule change that modifies certain disclosure requirements relating to non-compliance with listing standards.

The SEC released a compliance guide outlining conflict minerals disclosure requirements for small business entities.

The New York State Supreme Court, in Wenz v. Globecomm Sys., Inc., refused to enjoin Globecomm from holding shareholder votes at its annual meeting on its say on pay and equity incentive plan amendment proposals.

The US District Court for the Western District of Texas permitted the SEC to clawback bonuses under Section 304 of Sarbanes-Oxley (SOX), even when the CEO or CFO had committed no wrongdoing.

The SEC issued an order granting exemptive relief to public companies and other filers affected by Hurricane Sandy that are required to provide certain information to the SEC and shareholders under federal securities laws.

The SEC released a compliance guide outlining the disclosure requirements of payments by resource extraction issuers to foreign governments or the US federal government and in another action denied a motion to stay the effectiveness of these requirements.

The SEC has announced that it will extend until November 21, 2012 the deadline for filings otherwise due between October 29 and November 20, 2012 for filers unable to file due to Hurricane Sandy. 

The National Association of Manufacturers and the US Chamber of Commerce filed a petition with the US Court of Appeals for the District of Columbia Circuit requesting that the SEC's conflict minerals rules under the Dodd-Frank Act be modified or set aside.

The SEC's Division of Corporation Finance issued Staff Legal Bulletin No. 14G (CF) to provide further guidance on shareholder proposal issues arising under Exchange Act Rule 14a-8.

The NYSE proposed amendments to its Listed Company Manual that would create a uniform, web-based method for companies to give the NYSE notice when required to do so under certain provisions of the Manual. The amendments would also reduce the number of copies of a proxy statement a listed company must submit to the NYSE from six to three.

NASDAQ issued a proposed rule change that would modify certain disclosure requirements relating to a company's non-compliance with NASDAQ's listing standards.

The SEC's Division of Corporation Finance revised its Financial Reporting Manual.

The SEC's Division of Corporation Finance released additional frequently asked questions (questions 42-54) regarding the applicability of Title I of the JOBS Act to mergers and exchange offers.

As of October 1, 2012, new wire instructions and an increased filing fee rate for SEC filings are effective.

The NYSE proposed rule changes to Sections 303A.00, 303A.02(a) and 303A.05 of its Listed Company Manual to conform with the SEC's requirements on the independence of compensation committees.

Institutional Shareholder Services (ISS) released a set of FAQs on its US policy interpretation and research.

The SEC issued final rules implementing conflict mineral disclosure requirements under the Dodd-Frank Act.

The Public Company Accounting Oversight Board (PCAOB) adopted Auditing Standard No. 16, on communications between auditors and audit committees of boards of directors of public companies.

The Public Company Accounting Oversight Board (PCAOB) issued a release about its auditor inspection process and the meaning of its inspection results, including sample questions that public company audit committees should consider asking their audit firms about PCAOB inspections.

The SEC's Office of the Chief Accountant published a final report on its work plan related to global accounting standards and the impact that the use of International Financial Reporting Standards (IFRS) by US issuers would have on the US securities market.

The US District Court for the Southern District of Texas held in Asadi v. G.E. Energy (USA), LLC, that the Anti-Retaliation Provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 does not protect whistleblowing activity outside of the territorial US.

The SEC announced that it has scheduled an open meeting for August 22, 2012 to consider adopting disclosure rules regarding conflict minerals and payments by resource extraction issuers, as required by the Dodd-Frank Act.

The SEC issued final rules implementing the provisions of the Dodd-Frank Act relating to listing standards for compensation committees.

Nabors Industries Ltd. shareholders approved a non-binding proxy access proposal, marking the first time a proposal of this type has passed.

The Financial Accounting Foundation (FAF) announced the creation of the Private Company Council (PCC), a new body designed to improve the process of setting accounting standards for private companies.

On May 17, 2012, NASDAQ issued a proposed rule change broadening its exception permitting listed companies to allow one non-independent director to serve on an audit, compensation or nominations committee for up to two years under certain exceptional circumstances.

The NYSE issued a proposed rule that would amend Sections 102.01C and 103.01B of its Listed Company Manual to permit the listing of emerging growth companies on the basis of two years rather than three years of audited financial data, as permitted under the JOBS Act.

The NYSE issued a proposed rule change that would amend Section 303A.00 of its Listed Company Manual to provide a one-year transition period for companies listing in connection with an IPO and other new registrants to comply with the internal audit requirement of Section 303A.07(c). Update: This proposed rule change has been withdrawn from consideration by the NYSE. The NYSE is planning on filing a revised proposed rule change with the SEC at a later date.

The SEC's Division of Corporation Finance has released generally applicable frequently asked questions regarding Title I of the JOBS Act.

The SEC staff released a sample letter to financial institutions commenting on disclosure issues relating to structured note offerings.

On April 12, 2012, Glass, Lewis & Co. announced the release of its Issuer Engagement Portal.

Senior staff members of the SEC Division of Corporation Finance discussed interpretive guidance on the Jumpstart Our Business Startups Act (JOBS Act). This oral guidance supplements various written guidance the staff has published over the last week.

14 law firms have released a report detailing their consensus on the immediate effect of the Jumpstart Our Business Startups Act of 2012 on SEC rules governing general solicitation and advertising in certain private placements.

On March 29, 2012, Institutional Shareholder Services (ISS) announced that it has created a new Feedback Review Board (FRB).

The US Supreme Court vacated and remanded the US Court of Appeals for the Ninth Circuit's decision in Credit Suisse Securities (USA) LLC, et. al. v. Simmonds, which found that failure to make timely disclosures of changes in ownership interests under Section 16(a) of the Exchange Act tolled the two-year statute of limitations for bringing a case under Section 16(b) of the Exchange Act for short-swing profits liability.

The US Senate passes the Jumpstart Our Business Startups (JOBS) Act.

Institutional Shareholder Services (ISS) updated its Governance Risk Indicators 2.0 (GRId 2.0) Technical Document.

The Public Company Accounting Oversight Board (PCAOB) proposed for comment a new auditing standard on related party transactions and relationships. It also proposed amendments to other auditing standards relating to significant unusual transactions and financial relationships with executive officers. In a separate release, the PCAOB also proposed amendments to tailor certain of its rules to the audits and auditors of brokers and dealers, among other changes.

The SEC's Division of Corporation Finance released a compliance and disclosure interpretation (C&DI) on how to describe a say on pay advisory vote on a proxy card and voting instruction form under Exchange Act Rule 14a-21.

Institutional Shareholder Services (ISS) released a set of FAQs regarding its 2012 US compensation policy.

The SEC released a compliance guide outlining mine safety disclosure reporting requirements.

The SEC's Division of Corporation Finance issued guidance to registered companies on disclosure about exposure to European sovereign debt holdings.

On December 21, 2011, the SEC adopted new rules to outline how mining companies must disclose the mine safety information required by the Dodd-Frank Act.

Institutional Shareholder Services (ISS) published its 2012 US Proxy Voting Summary Guidelines.

Institutional Shareholder Services (ISS) will revise the Governance Risk Indicators (GRId) it uses in determining governance ratings.

The SEC's Division of Risk, Strategy and Financial Innovation issued updated staff observations after completing its latest periodic review of issuers' XBRL filings for compliance with SEC rules relating to interactive data for financial reporting.

The SEC staff announced that it is shortening the waiting period for the release of SEC comment letters and company response letters relating to disclosure filings reviewed by the Divisions of Corporation Finance and Investment Management.

The SEC Staff issued two papers reviewing and analyzing International Financial Reporting Standards (IFRS) as part of the work plan to potentially incorporate IFRS into the financial reporting system for US issuers.

On November 17, 2011, Institutional Shareholder Services (ISS) published its 2012 updates to its proxy voting guidelines.

On October 25, 2011, the SEC announced the agenda for the first meeting of its Advisory Committee on Small and Emerging Companies, which is scheduled to take place on October 31, 2011 at 9 a.m. EDT.

The SEC's Division of Corporation Finance issued staff legal bulletin No. 14F (SLB 14F) to provide additional guidance on shareholder proposal issues arising under Exchange Act Rule 14a-8.

On October 11, 2011, the Public Company Accounting Oversight Board (PCAOB) issued proposed amendments to its auditing standards that would require additional disclosure in audit reports. Specifically, the proposed amendments would require registered accounting firms to include in the audit report the engagement partner's name and certain disclosure about other independent accounting firms and other persons that participated in the audit.

On September 21, 2011, the US Court of Appeals for the Third Circuit held in In re: Lemington Home for the Aged that under Pennsylvania law, "deepening insolvency" supports an independent cause of action and directors of insolvent corporations owe duties directly to the corporation's creditors, both in contrast with Delware law.

The SEC will hold a public roundtable on October 18, 2011 to discuss rulemaking on the conflict minerals disclosure requirement under Section 1502 of the Dodd-Frank Act.

In Menendez v. Halliburton, Inc., the Department of Labor Administrative Review Board adopted a new definition for adverse employment actions for claims brought under the whistleblower provisions of the Sarbanes-Oxley Act. Under the new standard, an employer's action may qualify as adverse if it is more than trivial, even if the employee suffers no tangible employment consequences.

The SEC announced it will not seek a rehearing of the DC Court of Appeals' decision vacating Rule 14a-11 and that the stay order on related amendments to Rule 14a-8 will expire when the court's decision is finalized.

On August 16, 2011, the Public Company Accounting Oversight Board issued a concept release on auditor independence and audit firm rotation.

An update on the SDNY opinion in Gibbons v. Malone, rejecting short swing profit liability for the purchase and sale of two different classes of stock.

An update on the SEC adopting changes to the EDGAR Filer Manual.

An update on the Dodd-Frank Act's anniversary and the significant changes that come into effect on the anniversary date (or that have been delayed) affecting financial institutions, private equity and hedge funds, and executive compensation and corporate governance matters.

An update on the SEC's release of compliance and disclosure interpretations (C&DIs) providing guidance on proxy and Form 10-K disclosure regarding non-continuing directors, disclosure of non-GAAP financial information, compensation discussion and analysis, frequency of say-on-pay and broker non-vote disclosure, and late filings on Form 12b-25.

An update on the concept release issued by the Public Company Accounting Oversight Board (PCAOB) detailing possible changes to the standard auditor's report.

An update on proposed technical amendments to NASDAQ rules requiring disclosure on director independence and the controlled company exemption from the majority-independent board requirement.  The amended rules cross-reference SEC disclosure requirements for domestic issuers and retain existing NASDAQ disclosure requirements for foreign private issuers.

An update on the SEC Staff's paper exploring a "condorsement" approach to incorporating International Financial Reporting Standards (IFRS) into the financial reporting system for US issuers.

An update on the issuance by the FASB and IASB of common fair value measurement and disclosure requirements under US GAAP and IFRS, respectively. The new standards are in an amendment to Fair Value Measurement (Topic 820) of the FASB Accounting Standards Codification and in IFRS 13.

An update on the FASB's issuance of an exposure draft that would amend the current two-step goodwill impairment test (Topic 350) by giving entities the option to first use a qualitative assessment to determine if the likelihood of impairment is more likely than not.

An update on an SEC no-action letter for foreign private issuers about the deadline for beginning to disclose interactive data using XBRL.

An update on the SEC's publication of a small entity compliance guide related to say on pay, frequency and golden parachutes rules.

An update on the US Supreme Court's opinion in Matrixx Initiatives, Inc. v. Siracusano rejecting a bright-line standard for determining whether plaintiffs had adequately pleaded materiality of a misrepresentation or omission in a claim under Section 10(b) and Rule 10b-5 under the Exchange Act.

An update on the SEC's publication of Staff Accounting Bulletin No. 114 (SAB 114). SAB 114 contains an amended version of the codified Staff Accounting Bulletin Series (SAB series). The amendments are technical in nature and primarily update references in the SAB series to reflect the adoption of the FASB's Accounting Standards Codification.

An update on the SEC's approval of an interagency proposed rule under the Dodd-Frank Act on incentive-based compensation arrangements.

An update on the SEC's release of compliance and disclosure interpretations (C&DIs) providing guidance on new Rule 14a-21 under the Exchange Act and new Item 402(t) of Regulation S-K concerning the delayed say on pay phase-in for smaller reporting companies, permitted say on pay and say on frequency language and golden parachute disclosure.

An update on the SEC's final rules allowing stockholders to cast advisory votes on executive compensation and "golden parachute" arrangements.

An update on the SEC announcing an open meeting to consider whether to adopt say on pay rules and to propose certain other rules required under the Dodd-Frank Act.

An update on a decision in the United States District Court for the Northern District of California finding a Delaware forum selection clause to be unenforceable.

An update on the Public Company Accounting Oversight Board's Staff Audit Practice Alert on auditing issues relating to contingencies arising out of mortgage and foreclosure-related activities or exposures.

An update on the Institutional Shareholder Services (ISS) publication of its 2011 US Proxy Voting Guidelines Summary.

An update on an indefinite extension by the SEC of the safe-harbor period during which it will permit the omission of ratings disclosures from a prospectus that is part of a registration statement relating to a registered offering of asset-backed securities.

An update on the SEC issuing proposed rules to implement Section 21F of the Exchange Act, entitled "Securities Whistleblower Incentives and Protection," as required by the Dodd-Frank Act.

An update on the SEC's release of a sample letter identifying accounting and disclosure issues relating to mortgage and foreclosure activities to consider when preparing upcoming Exchange Act reports.

An update on the SEC's proposed rules allowing stockholders to cast advisory votes on executive compensation and golden parachute arrangements.

An update on the SEC's request for comments on a study required by the Dodd-Frank Act for reducing the burden on certain small issuers of complying with Section 404(b) of Sarbanes-Oxley, which requires an auditor attestation of a company's internal controls over financial reporting.

An update on the SEC granting a stay of its recently adopted proxy access and related rules pending judicial review.

An update on publication of compliance and disclosure interpretations (C&DIs) on Regulation S-K, Exchange Act Form 10-Q and Regulation S-T.

An update on the issuance by the SEC of proposed rules to enhance disclosure that companies provide about short-term borrowings.

An update on PCAOB's filing of proposed auditing standards with the SEC.

An update on the publication in the Federal Register of SEC amendments to federal proxy access rules that facilitate director nominations by stockholders.

An update on NASDAQ's proposed rule change to adopt a total assets/total revenue continued listing standard for the NASDAQ Capital Market.

An update on the Securities and Exchange Commission's adoption of the proxy access rules.

An update on FASB's extension of the deadline for comments on its proposal to amend disclosure requirements relating to loss contingencies in a company's financial statements to September 20, 2010.

An update on the publication of joint FASB and IASB proposals relating to how leases should be accounted for in a company's financial statements prepared in accordance with US GAAP or International Financial Reporting Standards (IFRS).

An update on the SEC's release of compliance and disclosure interpretations (C&DIs) providing guidance on lock-up agreements in debt exchange offers, foreign private issuers, shelf registrations and other topics.

An update on the SEC's Spotlight on Work Plan for Global Accounting Standards.

An update on SEC Chairman Mary Schapiro announcing the launch of a new process that makes it easier for the public to provide comments on SEC rules required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

SEC issues no-action letter temporarily permitting omission of ABS ratings from public disclosure documents, avoiding a freeze in public ABS issuance.

An update on a white paper issued by ten law firms analyzing the appropriate use of credit ratings in registered offerings of debt or preferred securities following the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010's repeal of Securities Act Rule 436(g).

An update on the Dodd-Frank Wall Street Reform and Consumer Protection Act.

An update on a proposed accounting standard for revenue recognition jointly issued by the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB).

An update on the July 1, 2010 draft of an Exposure Draft on Financial Statement Presentation issued by the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB).

An update on the FASB's release of common fair value measurement and disclosure requirement amendments to its proposed accounting standards.

An update on the Federal Reserve Board (FRB), FDIC, OCC and OTS issuing final guidance to ensure inventive compensation arrangements at banking organizations account for risk and are consistent with safe and sound practices.

An update on the NASDAQ rule change modifying the requirement that listed companies notify NASDAQ of noncompliance with corporate governance requirements becoming operative on June 13, 2010.

An update on the In re CNX Gas decision. Less than three weeks after the Cox Radio decision, the Delaware Court of Chancery revisits the appropriate standard of review for tender offers by controlling stockholders.

An update on NASDAQ's proposed rule change, effective immediately but operative 30 days after filing, to modify the requirement that listed companies notify NASDAQ of noncompliance with corporate governance requirements.

A PLC Commercial "Legal FAQs" article about the Bribery Act 2010, which comes into force on 1 July 2011.  For details about PLC's materials on the Bribery Act, see Practice note, Bribery Act 2010: toolkit.

An update on the appeal of the Delaware Chancery Court's decision upholding Selectica's adoption and activiation of its NOL poison pill and its adoption of a reset poison pill.

An update on NASDAQ's proposed rule change to adopt a continued listing requirement for real estate investment trusts (REITs).

An update on the SEC's approval of NASDAQ's proposed rule changes modifying its press release requirements for listed companies.

An update on Staff Legal Bulletin No. 18 relating to Rule 12h-3 and the suspension of reporting obligations under Section 15(d) of the Securities Exchange Act of 1934.

An update on the launch of Governance Risk Indicators by RiskMetrics on March 17, 2010.

An update on a proposed rule change that would require a NASDAQ-listed company to provide advance notice when the company plans to reprice its stock options.

An update on the SEC's publication of revised and consolidated compliance and disclosure interpretations (C&DIs) for Regulation S-K.

An update on the SEC's approval of a statement on global accounting standards, reaffirming the SEC's belief that a single set of globally accepted accounting standards will benefit US investors. 

An update on a letter released by the NYSE to its listed US companies about their annual notification and filing obligations with the exchange.

An update on the SEC's publication of revised compliance and disclosure interpretations (C&DIs) for Regulation S-K and Form 8-K.

An update on the SEC's publication of an interpretive release providing guidance to public companies regarding the application of its existing disclosure requirements to climate change matters.

An update on a white paper issued by 51 law firms analyzing issues related to amendments to the New York power of attorney law.

An update on the SEC updating the compliance and disclosure interpretations (C&DIs) on Regulation S-K and Proxy Disclosure Enhancement Transition.

An update on a proposed rule change modifying NASDAQ's press release requirements for listed companies

An update on the SEC's publication of revised compliance and disclosure interpretations (C&DIs) for non-GAAP financial measures.

An update on the publication of Riskmetrics' 2010 US Proxy Voting Guidelines Summary.

An update on the SEC approving new proxy disclosure rules related to risk, compensation and corporate governance.

An update on the SEC approval of the NYSE's proposed rule changes clarifying corporate governance requirements.

A legal update on the SEC's first-ever enforcement action filed against a public company and its former officers and accountants for disseminating misleading non-GAAP financial measures, in volation of Regulation G.

An update on the SEC adopting a revised EDGAR Filer Manual.

An update on the SEC's Staff Legal Bulletin on shareholder proposals under the Exchange Act.

An update on the extension of the SEC's deadline for attestation reports for non-accelerated filers under Section 404 of Sarbanes-Oxley.

An update on a Delaware Court of Chancery decision rejecting a stockholder challenge to the Board of Directors' decision to retain three directors under "Pfizer-style" policies where the Board of Directors can reject the resignations of directors who receive less than a majority of shareholder votes in a reelection bid.

An update on an extension by the SEC for compliance by small companies with Section 404 of the Sarbanes-Oxley Act (SOX).

An update on an announcement by Ceres in August 2009 that a record number of climate change-related shareholder resolutions were filed in 2009.

An update on proposed amendments to corporate governance requirements in the NYSE's Listed Company Manual.

An update on the SEC's release of a sample letter identifying disclosure issues to consider when preparing the Management's Discussion & Analysis of Financial Condition and Results of Operations section of a Form 10-K, Form 10-Q or registration statement.

An update on a comment letter submitted by seven major law firms on the SEC's proposed changes to the federal proxy rules to facilitate stockholder director nominations.

An update on publication of compliance and disclosure interpretations (C&DIs) on the Securities Act, the Exchange Act, Regulation S-K and Regulation FD.

An update on the House of Representatives's passage of H.R. 3269, the Corporate and Financial Institution Compensation Fairness Act of 2009.

An update on the status of the Corporate and Financial Institution Compensation Fairness Act of 2009 proposed by Representative Barney Frank.

An update on a Treasury Department announcement of draft legislation designed to ensure compensation committee independence.

An update on IASB's publication of an International Financial Reporting Standard (IFRS) for small and medium-sized entities.

An update on the launch of the FASB Accounting Standards Codification.

An update on NYSE's proposal to permanently lower the required market capitalization for listed companies to $15 million.

An update on a Financial Accounting Standards Board (FASB) statement announcing that the FASB Accounting Standards Codification has becomes the authoritative source for US GAAP.

An update on temporary SEC regulations, 17 C.F.R. § 210.2-02T and 17 C.F.R. § 229.308T, related to internal controls over financial reporting for non-accelerated filers.

An update on the Treasury Department's publication of an interim final rule providing standards for compensation and corporate governance under the Troubled Asset Relief Program (TARP).

A legal update on publication, in May 2009, by the Climate Disclosure Standards Board, of a draft international framework on how companies can report on climate change in their annual reports.

An update on the Delaware Court of Chancery's decision interpreting an indenture's poison put provision in a dispute between Amylin Pharmaceuticals, Inc. and the San Antonio Fire & Police Pension Fund, on behalf of the stockholders.

An update on the SEC's proposal to change the federal proxy rules to facilitate director nominations by stockholders.

An update on a proposed staff position by the Financial Accounting Standards Board (FASB) that provides guidance on the fair value measurement of liabilities under FASB Statement No. 157, Fair Value Measurements.

An update on the SEC's publication of Staff Accounting Bulletin No. 111, relating to other-than-temporary impairments of certain investments, in reponse to the Financial Accounting Standards Board's April 9 guidance on other-than-temporary impairments of debt securities.

An update on a proposed rule change by the NYSE to its Listed Company Manual which permits companies to comply with the NYSE's immediate release policy by distributing information by any Regulation FD compliant method.

An update on FASB's adoption of the new mark-to-market guidelines.

An update on comments offered by the Financial Accounting Standards Board to the SEC on the Roadmap for the Potential Use of Financial Statements Prepared in Accordance with International Financial Reporting Standards (IFRS) by US Issuers.

An update on the SEC's approval of proposed changes to the New York Stock Exchange's listing requirements.

A update on announcements by US investor pressure group Ceres, in February 2009, on a request to the US Congress for climate change legislation, the addition of nine large US companies to its Climate Watch List and a number of recent shareholder resolutions questioning companies' climate change strategies.

An update on proposed temporary changes to the New York Stock Exchange's continued listing requirements.

An update on AIG and the decrease its stock has seen since it was rescued by the US government.

An update on the SEC's proposed Roadmap for the potential use of financial statements prepared in accordance with International Financial Reporting Standards by US issuers.

An update on a letter released by the NYSE to its listed US companies about the need to make their annual notifications to and filings with the exchange.

An update on a final rule adopted by the SEC requiring companies to provide financial statement information in a form that is intended to improve its usefulness to investors.

An update on the SEC's approval of a proposed rule change by the NYSE to temporarily lower the required market capitalization for listed companies to $15 million.

An update on the Treasury Department's issuance of new interim final rules which amend and add rules regarding executive compensation under TARP.

An update on FASB's revision of a fair value rule relating to impairment of beneficial interests in securitized financial assets.

An update on the Court of Appeals for the 11th Circuit's holding that an indvidual or entity without beneficial ownership cannot be deemed a member of a "group" for the purposes of Section 13(d) of the Exchange Act.

An update on the issuance of FASB Staff Position FIN 48-3 which defers the effective date of FIN 48 (Accounting for Uncertainty in Income Taxes) for one year for certain nonpublic enterprises.

An update on the SEC requiring public companies and mutual funds to use interactive data for reporting financial information.

An update on US generally accepted accounting principles being accepted in Europe.

An update on in re Digimarc Corporation: 9th Circuit found that there is no private right of action for a violation of Section 304 of the Sarbanes-Oxley Act.

This is an update on the new Audit Practice Alert issued by PCAOB on issues from the current financial crisis and economic conditions that could affect company audits.

An update on the Eighth Circuit Court of Appeals' decision to affirm the district court's judgment in favor of UnitedHealth Group Inc. in its declaratory judgment suit against Wilmington Trust Co.

An update on the Ninth Circuit Court of Appeals dismissal of 10b-5 claims against InVision Technologies, Inc. The claims were based on misstatements in a merger agreement filed with the SEC as an exhibit to InVision's annual report on Form 10-K.

An update on an agreement reached between Dynegy Inc and the Attorney General of the state of New York, on 23 October 2008, requiring Dynegy to make disclosures about climate change risks in its annual report on Form 10-K to be filed with the US Securities and Exchange Commission. This update includes an analysis of the implications of this development for companies in the UK.