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Welcome to Bryan Cave Leighton Paisner’s US Securities and Corporate Governance blog, where we deliver regular insights for companies and their advisors on key developments relevant to US securities law.

BCLP maintains an active securities and capital markets practice, regularly counselling public and private companies as well as investment banks and underwriters across industries on capital raises, securities law compliance and corporate governance. We have decades of experience in providing both general guidance and specific disclosure advice to public companies, including numerous Fortune 500 and S&P 500 clients, as well as newer emerging growth companies.

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171 Results
Flawed 10b5-1 plan leads to insider trading finding against executives
September 27, 2022

A recent SEC order found that two executives of Cheetah Mobile Inc. engaged in illegal insider trading when selling shares under a purported 10b5-1 trading plan.  The SEC found that they established the plan after learning of a significant drop-off trend in advertising revenues from the company’s largest advertising partner (the AdPartner) that the company had not yet disclosed.   They then sold 96,000 American Depository Shares under the plan and avoided losses of approximately $203,290 and $100,127, respectively, by making those sales prior to disclosure of the trend and its effect.

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Excise Tax on Share Repurchases
September 13, 2022

This post is based on an article by Cathryn R. Benedict and Philip B. Wright, Excise Tax on Share Repurchases: A Provision Searching for Its Purpose, 63 Tax Mgmt. Memo. No. 19 (Sept. 12, 2022).                                                                                                                                                                                                                               

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Universal proxies are here – are you ready?
August 31, 2022

As discussed in our November 17, 2021 post, management of public companies are required to use universal proxy cards for shareholder meetings involving most election contests held after August 31, 2022.  This means that both companies and activists have to include all director nominees on their respective proxy cards. The new SEC rules also require inclusion of “against” and “abstain” voting options where permitted by state law. A detailed description of the new rules is contained in the above-linked post.

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That was NOT fast – SEC adopts pay-versus-performance disclosure requirements for upcoming proxy season
August 29, 2022

More than seven years after their original proposal, the SEC adopted new rules requiring companies to disclose metrics reflecting the relationship between executive compensation actually paid and the company’s financial performance.  Mandated by the Dodd-Frank Act in 2010, the rules were passed on August 25, 2022 by a divided 3-2 vote.

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Reminder: Initial Board Diversity Matrix Now Required for Nasdaq Companies
August 11, 2022

All Nasdaq-listed companies must now disclose a board diversity matrix by the later of (1) August 8, 2022, or (2) the date the company files its proxy statement for the 2022 annual meeting of shareholders (or, if companies do not file proxy statements, in their annual report on Form 10-K or 20-F).  Companies may provide the disclosure in their proxy statement (or if companies do not file a proxy, on Form 10-K or 20-F), or on the company’s website. Nasdaq’s website provides examples of acceptable and unacceptable disclosures.

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A few lessons for internal and outside counsel from the WorldCom collapse -- 20 years later
July 25, 2022

It has now been 20 years since the historic collapse of WorldCom, Inc. (“WorldCom” or the “Company”).  A review of the WorldCom collapse yields some continuing lessons for corporate counsel.

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