Volume 4 - Number 4 | December, 2006
| December Issue in PDF Format … |
| Director Independence By Scott D. McKinney Director independence continues to be a focus of investors and regulators, as evidenced by the new director independence and related person transactions disclosure rules of the Securities and Director independence continues to be a focus of investors and regulators, as evidenced by the new director independence and related person transactions disclosure rules of the Securities and Exchange Commission (SEC), which accompanied the more renowned changes to the SEC’s executive compensation disclosure requirements. This article discusses these new SEC disclosure rules as well as the independence criteria and disclosure rules of the New York Stock Exchange (NYSE) and Nasdaq. We review guidelines of proxy advisers, focusing on use of categorical standards to strengthen applied independence criteria, as appropriate, and to filter out certain immaterial relationships that would otherwise need to be specifically considered by a listed company’s board in assessing independence. This article summarizes several of the more common types of categorical standards and variations within such standards. Finally, this article provides compliance practice tips. |
| Quarterly State Compliance Review By Sandra Feldman Fourth-quarter roundup of all the latest compliance rulings. |
| UK Subsidiary? By Richard Matthews U.S. corporations with UK subsidiaries should be aware that company law in the UK is currently going through a process of significant review and change. There is compelling evidence that when the Company Law Reform Bill comes into force next year, the risks facing UK company directors will be at an all-time high. For the first time, the new legislation introduces a statutory basis for claims by shareholders against directors for negligence, default, breach of duty or breach of trust. In this article, we look at the impact of the proposed changes in the context of a global shift toward greater accountability to shareholders, and the potential consequences for businesses having a presence in the UK. |
| Compliance Hotline Recent rulings of importance to you and your practice. |
