July 2011 | The Securities Edge

Proxy Access Rules Struck Down by Court of Appeals

By David C. Scileppi on July 25th, 2011 Posted in Disclosure Guidance

In a resounding victory for public companies Friday, the United States Court of Appeals for the District of Columbia Circuit struck down the Securities and Exchange Commission’s rule on proxy access. The controversial proxy access rule would have permitted shareholders to more easily and more cheaply nominate a minority slate of director candidates for election… Continue Reading

Supreme Court Ends SEC’s Theory of “Implied Representation”

By Curtis Alva on July 14th, 2011 Posted in Securities Litigation

Recently, a 5-4 United States Supreme Court held, in Janus Capital Group Inc. et al. v. First Derivative Traders, No. 09-525, 2011 WL 2297762 (U.S. June 13, 2011), that an investment advisor was not liable for fraud in the prospectus of a sponsored mutual fund because the investment advisor was not the “maker” of the… Continue Reading

IRS Clarifies 162(m) Deduction Requirement

By David C. Scileppi on July 5th, 2011 Posted in Compensation

The IRS recently issued proposed regulations under Internal Revenue Code Section 162(m) relating to the deduction limitation for certain employee remuneration in excess of $1,000,000, which if passed, will have a significant impact on the design of equity based compensation plans for existing public companies and privately-held companies that ultimately become publicly held. Under Code… Continue Reading