Institutional Shareholder Services (ISS) announced today that it has extended the deadline for companies to review their updated GRId 2.0 data and submit corrections before GRId 2.0 is implemented. The deadline was previously Thursday February 23, 2012, at 8pm Eastern Time. The updated deadline is now Monday, February 27, 2012, at 8pm Eastern Time. ISS has also announced that the updated GRId scores will now be released on Monday, March 5, 2012, instead of the previously announced date of February 27, 2012.
Archives for February 2012
SEC Provides Guidance on Say-on-Pay Description Language
On February 13, 2012, the Securities and Exchange Commission provided guidance on how a company should describe its advisory vote to approve executive compensation that is required by Rule 14a-21 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on its proxy card and voting instruction form. While the interpretation specifically addresses only the phrasing on the proxy card, best practice is to use the same terminology when identifying the voting item within the proxy statement. The guidance was provided under Compliance and Disclosure Interpretation (“C&DI”) Question 169.07 and stated the following:
Form 13H Filing Requirements for “Large Traders”
Under new SEC Rule 13h-1, entities and natural persons must register with the SEC ten (10) days after becoming “large traders,” as defined in the rule. The initial filing of Form 13H was due by December 1, 2011 for entities and natural persons who were large traders on or after the rule’s October 3, 2011 effective date. Rule 13h-1(b)(1) also requires all large traders to file an annual Form 13H 45 days after each full calendar year-end, unless they have filed for inactive status, and no later than the end of any calendar quarter if the information on the form becomes stale.
UK Corporate Governance: The 2011 Report Card
Introduction: The Financial Reporting Council (“FRC”), the independent regulator responsible for promoting corporate governance in the UK, published its annual report at the end of last year assessing the impact and effectiveness of the new UK Corporate Governance Code (“CGC”) and the new Stewardship Code (“SC”) (the “Codes”), setting out proposals for reform and improvement in best practice.
Sarbanes-Oxley Whistleblower Provision Does Not Cover Employees of Non-Public Companies, First Circuit Rules
In an important decision regarding the scope of the Sarbanes-Oxley "whistleblower" provision, the U.S. Court of Appeals for the First Circuit ruled on Friday that the provision generally does not extend to employees of non-public companies. Lawson v. Fidelity Management & Research LLC, et al., No. 10-2240 (1st Cir. Feb. 3, 2012). The defendants in the cases were represented by Gibson, Dunn & Crutcher LLP and Goodwin Procter LLP.