Duane Morris on Capital Markets

March 1, 2012September 10, 2014 by Shelton M. Vaughan, P.C.

SEC Commissioners Comment on Political Expense Disclosure

As a follow-up to our post of February 7th regarding increased stockholder interest in the disclosure by public companies of their political expenditures and activities, we note that in a speech to securities law practitioners on February 24, 2012, SEC Commissioner Luis A. Aguilar called for the SEC to adopt rules requiring public companies to provide uniform and consistent disclosure of their corporate political expenditures. “Requiring transparency for corporate political expenditures cannot wait,” Commissioner Aguilar stated, citing the SEC’s responsibility to “ensure that investors are not left in the dark while their money is used without their knowledge or consent.”

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February 8, 2012September 10, 2014 by Thomas G. Spencer

FTC Revises HSR Filing Thresholds

The Federal Trade Commission has made its annual adjustments to the thresholds for determining whether a transaction is reportable under the Hart-Scott-Rodino Antitrust Improvements Act. Under HSR, transactions that satisfy specified thresholds may not be closed until the earlier of the date on which a waiting period of 30 days (subject to extension if additional information is requested) has expired after the filing of the required notification or early termination of the waiting period is granted. The new thresholds, which apply to any transaction that closes on or after February 27, 2012, are as follows: Continue reading “FTC Revises HSR Filing Thresholds”

February 7, 2012September 10, 2014 by Shelton M. Vaughan, P.C.

Shareholder Pressure Increases for Disclosure of Lobbying Activities and Other Political Expenditures

Investors and shareholder activists have become increasingly focused on the oversight and disclosure of political expenditures by public companies since the Supreme Court’s 2010 decision in Citizens United v. Federal Election Commission, which invalidated restrictions on certain corporate political spending. Because the 2012 presidential election is expected to be a hotly contested race funded by record levels of political spending, the public’s interest in political and lobbying expenditures by public companies is intensifying and merits a careful review of recent trends in the policies and disclosure practices of public companies with respect to their political spending.

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January 30, 2012September 10, 2014 by John W. Kauffman

NYSE Further Narrows Broker Discretionary Voting: Potential Impact on a Company’s Proxy Season Planning

The New York Stock Exchange (NYSE) once again has limited the ability of a broker to vote on proposals at shareholder meetings for which the broker has not received voting instructions from its customers. This narrowing follows recent rule amendments triggered by the Dodd-Frank Act prohibiting brokers from voting uninstructed shares in the election of directors and on proposals relating to executive compensation.

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January 20, 2012September 10, 2014 by Darrick M. Mix

Executive Compensation: Negative Say-on-Pay Vote Does Not Trump Board Authority

In an important battle in the ongoing executive compensation wars, last week a federal court in Oregon affirmed that directors of Oregon corporations are indeed protected by the business judgment rule in making executive compensation decisions. In ruling that the claim in Plumbers Local No. 137 Pension Fund v. Davis should be dismissed, the specifically declined to follow a recent controversial decision by an Ohio court allowing a say-on-pay lawsuit to proceed under similar circumstances.

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