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Areas of Law: Corporate Governance
News & Publications: Alert Memoranda
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Displaying 206 Results
April 11, 2013
  Regulation FD in the Social Media Age
April 10, 2013
  Navigating Key Dodd-Frank Rules Related to the Use of Swaps by End Users
April 8, 2013
  Cleary Gottlieb Guides Pharmaceutical Industry/Institutional Investor Working Group in Developing Principles for Clawback Policies
March 19, 2013
  Alternatives to Traditional Securities Offerings
February 26, 2013
  Communication with Financial Analysts and Related Disclosure Issues
January 8, 2013
  Selected Issues for Boards of Directors in 2013
December 27, 2012
  EU Commission Proposes 2013 Action Plan for Company Law and Corporate Governance
December 14, 2012
  Incentivi alle start-up: aggiornamento / Incentives for Start-Ups: Update
November 26, 2012
  Gender Balance on Boards
October 19, 2012
  ISS Focuses on Pay and Majority-Supported Shareholder Proposals in Proposed Changes to U.S. Voting Policies for 2013
October 5, 2012
  Incentives for Innovative Start-Ups / Approvati gli incentivi alle start-up
October 4, 2012
  FSA Consults on Changes to the Listing Rules to Enhance the Effectiveness of the Regime
September 13, 2012
  SEC Adopts Disclosure Rules on Resource Extraction Payments
September 12, 2012
  SEC Adopts Disclosure Rules on Conflict Minerals
August 23, 2012
  New Personal Use of Corporate Aircraft Tax Rules: Notes for Tax and Executive Compensation Practitioners
August 23, 2012
  PCAOB Adopts Standard on Auditor Communications with Audit Committees
August 22, 2012
  Delaware Case Raises Question About Structuring Director Compensation
July 9, 2012
  Recent Cases Address Important Section 16 Short-Swing Issues
July 9, 2012
  Binding Shareholder Say-on-Pay Vote on Route to Reality in the UK: U.S. Companies Take Note
July 3, 2012
  UK Government Announces its Proposals for Enhanced Shareholding Voting Rights on Executive Remuneration and Publishes a Consultation on Revised Remuneration Reporting Requirements
June 25, 2012
  Dodd-Frank Corporate Governance Final Rules: Compensation Committee and Adviser Independence
April 17, 2012
  CFTC Adopts Internal Business Conduct Standards
March 28, 2012
  UK Government Consults on Increasing Shareholder Voting Rights in Relation to Quoted Company Directors' Pay
March 27, 2012
  JOBS Act to Relax Rules on Securities Offerings
March 12, 2012
  New IRS Filing Requirement for U.S. Executives with Non-U.S. Compensation
March 8, 2012
  EU Council Reinforces Sanctions against Syria
March 7, 2012
  PCAOB Issues Proposals on Related Parties, Significant Unusual Transactions and Financial Relationships with Executive Officers
February 16, 2012
  SEC Tightens "Qualified Client" Requirements for Registered Investment Advisers to Charge Performance Fees
February 15, 2012
  Treasury and the IRS Release Proposed Regulations under FATCA and a Joint Statement with Other Countries Regarding an Intergovernmental Approach to FATCA Implementation
January 26, 2012
  NYSE Restricts Broker Discretionary Voting for Certain Corporate Governance Matters
January 20, 2012
  New Considerations Regarding the Reporting of Equity Awards in the Summary Compensation Table
January 11, 2012
  Board Focus 2012: Issues and Developments
January 5, 2012
  New York Adopts Safe Harbor Protections for Qualified Financial Contracts in Insurance Company Insolvency Proceedings
December 23, 2011
  Federal Reserve Board Proposes Heightened Prudential Requirements for Large Bank Holding Companies and Non-Bank SIFIs
December 23, 2011
  PCAOB Reproposes Standard on Auditor Communications with Audit Committee
December 12, 2011
  SEC Limits its Practice of Confidential Review for Foreign Issuer Registration
December 1, 2011
  SEC Issues Cease-and-Desist Order Against Fifth Third for Alleged Violation of Reg FD
November 2, 2011
  SEC and CFTC Adopt Final Rule Requiring Private Fund Reporting
October 24, 2011
  Say-on-Pay and the Business Judgment Rule: Lessons from Cincinnati Bell and Beazer Homes
September 26, 2011
  Preparing for "Proxy Access" Shareholder Proposals
September 13, 2011
  Draft Bill to Establish Self-Regulatory Organization Oversight for Investment Advisers
August 1, 2011
  SEC Delays Planned Implementation for Dodd-Frank Executive Compensation Requirements
June 27, 2011
  SEC Adopts Final Rules under the Investment Advisers Act of 1940 Implementing Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act
June 20, 2011
  Supreme Court Limits Liability For False Statements Under Rule 10b-5 To Those With "Ultimate Authority" For Them
May 26, 2011
  SEC Proposes Amendments to Disqualify "Bad Actors" from Relying on the Rule 506 Safe Harbor under Regulation D
May 26, 2011
  SEC Approves New Whistleblower Program
April 18, 2011
  Dodd-Frank Act Executive Compensation and Corporate Governance Provisions: Where Foreign Private Issuers Currently Stand
April 11, 2011
  Dodd-Frank Corporate Governance Proposed Rules: Compensation Committee and Adviser Independence
April 8, 2011
  EU Amends Libyan Sanctions Regime and Extends Asset Freeze
April 8, 2011
  Consequences of Potential SEC Shutdown
March 30, 2011
  Are You Prepared For The UK Bribery Act?
March 24, 2011
  EU Further Extends Libyan Asset Freeze
March 16, 2011
  EU Extends Libyan Asset Freeze to Key Financial Entities
March 4, 2011
  EU Imposes Arms Embargo and Targeted Sanctions on Libya
March 1, 2011
  United States Imposes Sanctions on the Government of Libya
February 25, 2011
  SEC Proposes Revisions to Remove Credit Ratings from Certain Securities Act and Exchange Act Rules and Forms
February 16, 2011
  Lessons of Del Monte Foods For Companies Running (or Considering) a Sale Process
February 7, 2011
  UK Bribery Act 2010: Government Delay Is An Opportunity for Greater Clarity
February 4, 2011
  The SEC's Final "Say": SEC Adopts Final Say on Pay and Related Shareholder Advisory Vote Regulations
February 1, 2011
  SEC Study on Investment Advisers and Broker-Dealers
January 21, 2011
  SEC Adopts Rules Requiring Asset-Backed Issuers to Review Securitized Assets and Disclose Asset Repurchase History; Rating Agencies Required to Report on Representations and Remedies in Securitizations
January 7, 2011
  New US Tax Reporting Requirements Relating to Corporate Actions
December 22, 2010
  The Revised FSA Remuneration Code
December 19, 2010
  SEC Issues Proposed Disclosure Rules Pursuant to Dodd-Frank Act Relating to Conflict Minerals, Mine Safety and Resource Extraction Payments
December 3, 2010
  SEC Proposed Rules: Implementing Title IV of the Dodd-Frank Act
November 5, 2010
  SEC Proposed Rules for Whistleblower Program
November 5, 2010
  EU Council Adopts Iran Sanctions Implementing Regulation
November 5, 2010
  EU Agrees Economic Governance Changes for Eurozone
October 25, 2010
  SEC Settles Enforcement Action Against Office Depot
October 21, 2010
  Say on Pay and More: SEC's First Proposed Regulations Implementing Dodd-Frank's Executive Compensation and Governance Requirements
October 4, 2010
  SEC Grants Stay of Proxy Access Rules
September 30, 2010
  SEC Removes Credit Rating Agency Exemption From Regulation FD
September 22, 2010
  Pay for Performance and Pay Disparity Disclosure under the Dodd-Frank Wall Street Reform and Consumer Protection Act
September 20, 2010
  SEC Proposes Increased Disclosure of Short-Term Borrowings
August 25, 2010
  SEC Adopts Proxy Access Rules
August 6, 2010
  The EU Council Tightens Iran Sanctions
August 6, 2010
  A New Approach to Financial Regulation:The End of the United Kingdom FSA
August 2, 2010
  FASB Reproposes Disclosure Requirements for Loss Contingencies
July 22, 2010
  Ratings Disclosures in Registered Offerings - Further Developments
July 21, 2010
  Not Just Financial Reform: Dodd-Frank's Executive Compensation and Governance Requirements for All Public Companies
July 21, 2010
  Ratings Disclosures in Registered Offerings
July 15, 2010
  SEC Issues Concept Release on "Proxy Plumbing"
July 13, 2010
  SEC Curbs "Pay to Play" Practices by Investment Advisers
June 30, 2010
  U.S. Supreme Court Upholds Sarbanes-Oxley Act and Public Company Accounting Oversight Board, Severing Unconstitutional Removal Restrictions
June 24, 2010
  U.S. Supreme Court Limits Scope of Federal "Honest Services" Fraud Statute
June 22, 2010
  Action by Written Consent: A New Focus for Shareholder Activism
June 18, 2010
  Court Rules That SEC May Use Sarbanes-Oxley to Clawback Executive Compensation Even Where Executive Engaged in No Misconduct
June 16, 2010
  European Commission Publishes Green Paper on Corporate Governance in Financial Institutions and Remuneration Policies in the Financial Sector
June 11, 2010
  EU Commission's Update on the EU's Financial Regulatory Reform Program
June 2, 2010
  Delaware Court of Chancery Revisits Standard for Going Private Transactions with Controlling Stockholders
June 1, 2010
  Impact of New Amendments to Sentencing Guidelines on Compliance & Ethics Programs
May 18, 2010
  Delaware Chancery Court Enjoins Merger Vote Over Disclosure of Investment Bank’s Analyses, Management Projections and Acquiror’s Conversations with Management
May 7, 2010
  Lehman Bankruptcy Court Declines To Hold That The Safe Harbor Provisions Of Sections 560 and 561 Of The Bankruptcy Code Permit An Exception To Mutuality In Setoff
April 28, 2010
  Delaware Supreme Court Provides Guidance on Vote Buying, Stock Transfer Restrictions, Removal of Directors and Record Holders
April 19, 2010
  Attorney-Client Privilege - Texas Court Protects Insurance Brokers' Communications If Used To Render Legal Advice
April 1, 2010
  PCAOB Proposes New Standard on Auditor Communications with Audit Committee
February 19, 2010
  SEC Releases New C&DIs on Proxy Disclosure Enhancement Rules
February 4, 2010
  SEC Interpretive Release Establishes New Guidance on Disclosure of Climate Change Matters
February 2, 2010
  CFTC Proposes New Federal Position Limits and Exemptions for Certain Energy Commodity Contracts
January 29, 2010
  SEC Approves Interpretive Guidance on Disclosure Related to Climate Change
January 21, 2010
  SEC Releases New C&DIs on Proxy Disclosure Enhancement Rules
January 15, 2010
  SEC Relaxes Guidance on Non-GAAP Financial Measures
January 11, 2010
  Board Focus 2010: Issues and Developments
December 31, 2009
  SEC Adopts Amendments Imposing Significant New Requirements for Advisers with Custody of Client Assets
December 28, 2009
  Court Takes Narrow View on Safe Harbor for Whistleblower Procedures in France
December 17, 2009
  SEC Adopts Compensation and Corporate Governance Disclosure Rule Changes
December 17, 2009
  Compensation and Risk: Compensation Committee Actions Under New SEC Rules
December 7, 2009
  Memorandum on the Recent Recommendations of the Walker Report and Proposals of the Financial Services Bill
November 30, 2009
  IRS Issues Final Regulations on Employee Stock Purchase Plans
November 4, 2009
  New Guidance under Rule 14a-8 Regarding the "Ordinary Business Exclusion" and Shareholder Proposals Relating to Risk and CEO Succession
October 20, 2009
  Second Circuit Vacates Winter Storm And Holds that Electronic Funds Transfers At An Intermediary Bank Are Not Property Subject To Maritime Attachment Orders
October 19, 2009
  Commission Adopts Proposals for New EU Financial Regulatory System
October 7, 2009
  SEC Approves FINRA Rule Proposal to Repeal NYSE Rule 312(f)
October 1, 2009
  Financial Stability Board Releases Implementation Standards for its Principles for Sound Compensation Practices
September 25, 2009
  Amendments to the Regulation of Takeover Bids – Passivity Rule Once Again in Force (with Opt-out Mechanism)
September 24, 2009
  SEC Takes Action on Credit Rating Agency Rules
September 3, 2009
  SEC and FINRA Approve Amendments to NASD Rule 2720 and FINRA Rule 5110
September 2, 2009
  Application of the TARP Compensation Rules in the Fiscal Year in Which the TARP Obligation is Repaid
August 28, 2009
  Administration's Proposed OTC Derivatives Legislation
August 26, 2009
  Proxy Access
August 5, 2009
  "Say on Pay": Preparing for the Vote and Its Aftermath
July 31, 2009
  House Passes the Corporate and Financial Institution Compensation Fairness Act of 2009
July 28, 2009
  Walker Review of Corporate Governance in UK Banks and Financial Institutions
July 26, 2009
  Summary of the Corporate and Financial Institution Compensation Fairness Act of 2009
July 26, 2009
  SEC Releases Proposed Disclosure Rule Changes for Compensation Program Risk, Compensation Consultant Independence and Equity-Based Compensation Awards
July 24, 2009
  EC Proposals for Increased Transparency and Risk Mitigation in Derivatives Markets
July 2, 2009
  Treasury's Take on Executive Compensation: It's a Matter of Principles
July 1, 2009
  Responding to Elimination of Broker Discretionary Voting in Elections of Directors
June 23, 2009
  President Obama's Financial Regulatory Reform Plan: A Closer Look
June 19, 2009
  Proposed New EU Financial Regulatory System
June 18, 2009
  President Obama's Financial Regulatory Reform Plan: Key Issues for Market Participants
June 8, 2009
  New SEC Executive Compensation Disclosure Interpretations
May 21, 2009
  Issues Raised by New Proxy Access Proposals by SEC and Senate Bill
May 20, 2009
  The Bank of Italy Acknowledges the Direct Vertical Effects of Certain Provisions of Directive 2007/44/EC on Acquisitions and Increases in Holdings in Financial Sector Companies and Implements Them in Italy Through a Notice
May 18, 2009
  Court Decision Questions "Continuing Director" Provisions in Financing Agreements
May 12, 2009
  European Commission Proposes New Regulatory System for Hedge Funds and Private Equity Funds
May 12, 2009
  Proposed Amendments to NASD Rule 2720 on Conflicts of Interest in Public Offerings
May 4, 2009
  New Regulation of European Financial Institution Compensation Structures Is Proceeding Apace
May 3, 2009
  SEC Reconsiders Equity Compensation Disclosure Methodology for Summary Compensation Table
April 23, 2009
  Liability Management Transactions in Germany - German and U.S. Regulatory Framework and Selected Legal Issues
March 29, 2009
  Implications of the AIG Bonus Imbroglio
March 26, 2009
  Delaware Supreme Court Affirms Director Protection in M&A Transactions
March 2, 2009
  Extended Reporting Requirements for Investors in German Listed Companies
February 22, 2009
  Executive Compensation and TARP Recipients: Senator Dodd's Letter on "Say on Pay" Voting and CEO/CFO Certifications
February 11, 2009
  Transposition of the 8th Directive into French Law: Defining the Legal Framework for Audit Committees
January 12, 2009
  Access to Public Capital Markets for Seasoned Issuers Upon Loss of WKSI Status
October 28, 2008
  New Financial Assistance Rules after Implementation of Directive 2006/68/EC in Italy
September 19, 2008
  Foreign Private Issuer Exemption from SEC Registration: Practical Implications
September 10, 2008
  OFAC Publishes New Economic Sanctions Enforcement Guidelines
August 27, 2008
  SEC Overhauls its Registration Exemption for Foreign Companies
August 27, 2008
  SEC Adopts Tighter 20-F Deadline
July 31, 2008
  SEC to Issue Interpretive Release Regarding Company Website Disclosure
July 9, 2008
  FASB Proposes Significant Expansion of Disclosure Requirements for Loss Contingencies
June 23, 2008
  Update on the SEC's XBRL Proposal – Liability Considerations
June 9, 2008
  New Corporate Governance Rules for Italian Banks
May 15, 2008
  SEC Proposes Mandatory Filing of Financial Statements in Interactive Data (XBRL) Format
April 21, 2008
  Second Circuit Section 16 Decision Extends Rule 16b-3(d) Protections To Directors By Deputization That Are Also 10% Beneficial Owners
February 14, 2008
  SEC Proposes Changes to Foreign Private Issuer Reporting and Registration Requirements
January 31, 2008
  The Impact of Revised Rule 144 on Registration Rights
January 24, 2008
  Practical Implications of New SEC IFRS Rule
January 2, 2008
  SEC Adopts Amendments To Rules 144 and 145
December 13, 2007
  SEC Expands Access to Forms S-3 and F-3, Adopts Amendments to Form D Information Requirements and Mandates Electronic Filing of Form D
November 15, 2007
  SEC Adopts Rules Eliminating US GAAP Reconciliation for IFRS Financial Statements Effective for 2007
November 15, 2007
  SEC Votes to Adopt Amendments to Rules 144 and 145
October 3, 2007
  SEC Staff Revises its FAQs on Internal Control Reporting; Adds 4 New FAQs for Foreign Private Issuers
September 20, 2007
  PIPEs
September 14, 2007
  The Materiality of Performance Targets in Proxy Disclosure
September 5, 2007
  Cleary Gottlieb Comments on SEC Proposal to Amend Rules 144 and 145
July 26, 2007
  SEC Takes Significant Actions at July 25 Open Meeting
July 16, 2007
  Potential Director Liability for Pension Plan Underfunding
July 12, 2007
  SEC Proposes Amendments To Rules 144 and 145
June 28, 2007
  Second Circuit Section 16 Decision Creates Uncertainties in Certain "Group" Situations
June 21, 2007
  SEC Adopts Mandatory E-Proxy Rules; Phase-In Starts with Large Accelerated Filers
June 20, 2007
  SEC Proposes to Eliminate US GAAP Reconciliation for IFRS Financial Statements
June 7, 2007
  Recent SEC Enforcement Action Involves "Big Boy" Letters
May 25, 2007
  SEC and PCAOB Change Rules on 404 Reporting
May 24, 2007
  SEC Proposes Relaxation of Rule 144 Restrictions, Together with Rules Package to Facilitate Capital Raising by Smaller Companies
January 23, 2007
  Senate Finance Committee Publishes Legislative Text of Deferred Compensation Proposals
January 19, 2007
  Common Questions: Navigating the SEC's New Compensation Rules
January 17, 2007
  New Senate Finance Committee Proposals Significantly Curtail Deferred Compensation
January 3, 2007
  SEC Approves Amendments to NYSE and CBOE Margin Rules that Substantially Expand Portfolio Margining
December 22, 2006
  SEC Changes Stock-Based Compensation Disclosure Rules
December 20, 2006
  PCAOB Proposes Complete Overhaul of Auditing Standards for Internal Control Audits
December 13, 2006
  SEC Proposes to Allow Foreign Issuers to Deregister based on a 5% U.S. Trading Volume Test
December 13, 2006
  SEC Proposes Guidance to Ease Burdens of Sarbanes-Oxley Section 404
December 13, 2006
  SEC Votes to Propose Rules With Respect to the Bank Broker Provisions of the Gramm-Leach-Bliley Act
December 13, 2006
  SEC Votes to Adopt E-Proxy Rule Amendments and Propose Mandatory Model
December 6, 2006
  SEC to Propose Liberalized Foreign Private Issuer Deregistration Rule
November 13, 2006
  Delaware Supreme Court Confirms Extremely Heavy Burden to Hold Directors Liable for Oversight Failures
November 6, 2006
  SEC Adopts Amendments to Tender Offer Best-Price Rule
September 27, 2006
  BearingPoint Decision--Implications for Delinquent Filers
August 14, 2006
  Final Executive Compensation Disclosure Rules
August 10, 2006
  SEC Extends Section 404 Deadlines for Certain Foreign Private Issuers; Proposes New Section 404 Deadlines for Non-Accelerated Filers and First-Time Registrants
August 4, 2006
  New Restrictions Apply to Deferred Compensation Plans
July 14, 2006
  SEC Issues Concept Release on Management’s Assessment of the Effectiveness of Internal Control Over Financial Reporting
June 30, 2006
  Delaware Developments Likely to Yield More By-law Proposals on Majority-Vote Standard and Rights Plan Restrictions
June 30, 2006
  SEC Grants Class Relief from Rule 14e-5 for Dual Tender or Exchange Offers
June 29, 2006
  DOJ Policy Threatening Businesses with Indictment Based on Advancement of Employee Legal Fees Found Unconstitutional
June 2, 2006
  Recent Changes to U.S. Federal Income Tax Rules for U.S. Employees Relocated Abroad
May 17, 2006
  2d Circuit Section 16 Decision regarding Variable Share Prepaid Forward
May 10, 2006
  Proposed Change in Pension Accounting
May 2, 2006
  NASD Files Amendment to Shelf Registration Rule Proposal
March 16, 2006
  Automatic Shelf Registration and Proxy Information
January 19, 2006
  SEC Issues Statement Concerning Financial Penalties Against Corporations
January 18, 2006
  SEC Proposes Amendments to Disclosure Requirements for Executive Compensation
January 4, 2006
  SEC Issues Statement Concerning Financial Penalties Against Corporations
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