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Tag Archives: Corporate Finance and Securities

July 2010 Client Bulletins

President Signs Sweeping Financial Reform Bill:  What our Non-Bank Public Companies Need to Know Now

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act.  Included in the reform legislation — aimed primarily at the reform of financial institutions – are provisions that will apply to all publicly traded companies, including provisions relating to “say on pay” shareholder votes, proxy access, executive compensation disclosure and compensation committees.  For more information on these and other provisions of the Act, please see the  Bulletin published by the Corporate Finance and Securities and Employee Benefits Client Service Groups on July 22, 2010.   

Private Fund Investment Advisers Registration Act of 2010:  New Law Changes Regulatory Framework for Alternative Investment Managers

On July 21, 2010, President Obama signed into law the financial reform package known as the Dodd-Frank Wall Street Reform and Consumer Protection Act, which contains the Private Fund Investment Advisers Registration Act of 2010 (the “Private Fund Act”).  The Private Fund Act changes the regulatory framework that governs investment advisers managing private fund investments, including private equity funds, hedge funds and certain real estate funds.  For more information on the Private Fund Act, please see the client Alert published by the Alternative Investments Group on July 29, 2010. 

Department of Labor Clarifies FMLA Definition of “Son or Daughter,” Confirming Benefit Eligibility of Non-Traditional Families

Under the Family and Medical Leave Act, eligible employees may take up to 12 weeks of job-protected leave upon the birth of a son or daughter, the placement of a son or daughter for adoption or foster care, or to care for a son or daughter with a serious health condition.  Pursuant to the statute, the term “son or daughter” not only includes children with whom a parent has a biological or legal relationship, but the children of individuals standing “in the place of a parent.”  For more information on the clarification of the definition of the term “son or daughter”, please see the client Alert published by the Labor & Employment Client Service Group on July 19, 2010.

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , , , , . By Jeannie Osborne - Monday, August 2, 2010

May 2010 Client Alerts

Senate Adopts Corporate Finance and Executive Compensation Provisions in Financial Reform Bill

On May 27, the Senate released the text of the financial reform bill that was passed the prior week.  The bill, known as the “Restoring American Financial Stability Act of 2010″ or the “Act,” would result in sweeping reforms to the financial industry.  However, it also contains a number of significant provisions that would affect corporate governance and executive compensation at public companies, as well as Regulation D private placements, whistleblowers and beneficial ownership reporting.  This Corporate Finance and Securities Bulletin outlines some of the more important provisions of the Act.

Click here for a complete copy of the Bulletin.

FTC Extends Deadline for Identity Theft Red Flags Rule to December 31, 2010

The Federal Trade Commission announced that it will further delay enforcement of the “Red Flags” Rule through December 31, 2010, while Congress considers legislation that would affect the scope of entities covered by the Rule. The announcement does not affect other federal agencies’ enforcement of the original November 1, 2008 deadline.  As a result, the extension does not apply to banks and other financial institutions that are covered by the Red Flags which were separately issued by the Federal Reserve, FDIC, Treasury Department, or National Credit Union Administration.  This Antitrust, Franchise & Consumer Client Bulletin discusses the announcement.

Click here to read the complete Bulletin.

Agencies Issue Interim Rules on Dependent Health Care Coverage of Children to Age 26

On May 10, the Internal Revenue Service, the Department of Labor and the Department of Health and Human Services jointly issued interim final regulations addressing the provision of dependent coverage of children to age 26 under the Patient Protection and Affordable Care Act, as amended.  

Click here for a copy of the Employee Benefits & Executive Compensation Client Bulletin regarding the new regulations.

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , , , , . By Jeannie Osborne - Wednesday, June 9, 2010

February 2010 Client Alerts

SEC Publishes Interpretive Release on Climate Change Matters 

Yesterday, the SEC published its interpretative release regarding disclosure requirements applicable to climate change matters. The release provides guidance on certain existing disclosure rules that may require a company to disclose the impact that business or legal developments related to climate change may have on its business. 

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities practice on February 3, 2010. 

SEC Amends E-Proxy Rules to Provide Increased Flexibility

Yesterday the SEC approved amendments to the notice and access proxy, or “e-proxy,” rules.  The amendments will provide increased flexibility for companies regarding the format and content of the notice.

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities practice on February 23, 2010.

Federal Judge Rules that Data Backup Tapes Need not be Retained for eDiscovery, Unless They are the Sole Source of Relevant Evidence

Federal Judge Shira Scheindlin of the Southern District of New York has ruled that it is not necessary for the litigants in a case now pending before her to retain and preserve all data backup tapes for eDiscovery:  “I am not requiring that all backup tapes must be preserved.  Rather, if such tapes are the sole source of relevant information (e.g., the active files of key players are no longer available), then such backup tapes should be segregated and preserved.” 

For more information, please read the client alert published by Bryan Cave LLP’s Records Management team on February 9, 2010. 

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , . By Jeannie Osborne - Monday, March 1, 2010

December 2009 Client Alerts

SEC Approves Rule Changes Regarding Executive Compensation and Corporate Governance

On December 16, 2009, the SEC approved rule changes that would expand proxy statement disclosures relating to executive compensation and corporate governance. Additionally, Chairman Shapiro confirmed that the SEC expects to act on the controversial proxy access proposal (which was discussed in a June 22 Client Bulletin) in early 2010.

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities Client Service Group on December 17, 2009.

Preparing for the 2010 Proxy Season

As public companies turn their attention to the preparation of their annual reports and proxy materials, we want to highlight several developments for the 2010 season.

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities Client Service Group published December 8, 2009.

New (Temporary) 50% Bank Payroll Tax in The United Kingdom

The Government announced yesterday that between December 9, 2009 and April 5, 2010, the award of bonuses to bank employees will render the bank liable to a new “bank payroll tax”.

For more information, please read the client alert published by Bryan Cave LLP’s Tax Advice and Controversy Client Service Group (London) on December 10, 2009. 

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , , , . By Jeannie Osborne - Tuesday, January 12, 2010

Client Alert — June 26, 2009 to July 27, 2009

SEC Publishes Proposed New Rules Regarding Compensation and Corporate Governance Disclosure and the Proxy Solicitation Process

On July 10, 2009, the Securities and Exchange Commission (the “SEC” or the “Commission”) published the proposed new rules to enhance compensation and corporate governance disclosure in Items 401, 402 and 407 of Regulation S-K, which we reported earlier in our July 2, 2009 bulletin (available here),

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities Client Service Group on July 17, 2009.

SEC Approves Elimination of Broker Discretionary Voting in Director Elections and Announces Proposed Rule Changes Regarding Executive Compensation and Corporate Governance and “Say on Pay” for TARP Recipients

Yesterday the SEC approved an NYSE proposal that will eliminate broker discretionary voting in director elections. Additionally, the SEC is proposing rule changes that would eliminate (1) certain proxy statement disclosures relating to executive compensation and corporate governance and changes to certain proxy solicitation rules and (2) require recipients of Troubled Asset Relief Program (“TARP”) funds to implement “say-on-pay” practices through the proxy solicitation process.

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities Client Service Group on July 2, 2009.

Ricci v. DeStefano Supreme Court Finds that City Discriminated Against White Employees

On June 29, 2009, the United States Supreme Court rendered its much-anticipated decision in the case of Ricci v. DeStefano, 2009 WL 1835138 (2009), and declared that the City of New Haven, Connecticut had engaged in unlawful disparate treatment discrimination when it refused to implement the results of a promotional exam that revealed a substantial disparate impact on African-American employees. Specifically, the Court held that an employer may not use statistical disparity as the sole basis for changing an employment practice unless there is strong evidence indicating that continuing the practice would violate the disparate impact provisions of Title VII. Ricci is a significant development in the area of discrimination law, and will require employers to consider carefully a wide range of employment practices and decisions.

For more information, please read the client alert published by Bryan Cave LLP’s Labor and Employment Client Service Group on July 15, 2009.

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , . By Stan Santos - Monday, July 27, 2009

Clients Alert Update — June 10, 2009 to June 26, 2009

SEC Publishes Proposed Rules Allowing Shareholder Access to Company Proxy Materials

On June 10, 2009, the Securities and Exchange Commission (the “SEC”) published the proposed new rules that would, under certain circumstances, require companies to include in their proxy materials nominations for election as directors submitted by eligible shareholders. As reported in our May 21 Client Bulletin, the proposal was adopted by a divided 3-2 vote at an SEC open meeting.

For more information, read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities Client Service Group on June 22, 2009.

Taiwan Poised to Accede to Government Procurement Agreement at the WTO

On July 15, 2009, Taiwan will become the 41st member of the Government Procurement Agreement (GPA) of the World Trade Organization (WTO). Taiwan’s President Ma Ying-Jeou signed the instrument of accession to the GPA on June 8, 2009, thus clearing the final hurdle for Taiwan to become a member of this plurilateral accord. On June 15, 2009, Taiwan’s delegation to the WTO deposited the accession instrument with the WTO Secretariat.

For more information, read the client alert published by Bryan Cave LLP’s International Trade Client Service Group on June 23, 2009.

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , . By Stan Santos - Friday, June 26, 2009

Client Alerts Update — May 5, 2009 to May 21, 2009

SEC Announces Proposed Rules Allowing Shareholder Access to Company Proxy Materials

On May 20, 2009, the Securities and Exchange Commission announced proposed new rules that would, under certain circumstances, require companies to include in their proxy materials nominations for election as directors submitted by eligible shareholders.

For more information, read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities Client Service Group on May 21, 2009.

Supreme Court Narrows Federal Superfund Liability

In a very recent two-part CERCLA decision favorable to the industry, the U.S. Supreme Court on May 4, 2009: (1) narrowed the category of companies who are liable as “arrangers” for disposal under CERCLA; and (2) broadened a liable company’s “divisibility” defense to CERCLA’s presumptive “joint and several” liability.

For more information, read the client alert published by Bryan Cave LLP’s Environmental Client Service Group on May 7, 2009.

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , . By Stan Santos - Thursday, May 21, 2009