In late January, the Securities and Exchange Commission proposed amendments to Rule 10b-18 under

the Securities Exchange Act of 1934, which provides issuers with a safe harbor from liability for

manipulation in connection with certain repurchases of their common stock. The proposed amendments,...   MORE>>

On December 16, 2009, the SEC issued significant new rules requiring enhanced disclosure of compensation and corporate governance matters by registered companies. The new requirements, which are generally effective for the 2010 proxy season, are summarized in our December 18, 2009 client memorandum ...   MORE>>

RiskMetrics Group, the highly-influential proxy advisory firm formerly known as Institutional Shareholder Services (“RMG”), recently released its annual U.S. Corporate Governance Policy Update for the 2010 proxy season. The 2010 Policy Update outlines changes to the policies RMG utilizes in maki...   MORE>>

On December 31, 2008, the SEC announced significant revisions to the rules governing disclosures by oil and gas companies. These new rules are now effective for all registration statements filed on or after January 1, 2010, and for annual reports on Forms 10-K and 20-F for fiscal years ending on or ...   MORE>>

In order to encourage registrants to provide more meaningful financial information to investors following the 2008-9 global economic crisis, the Division of Corporation Finance Staff has updated its Regulation G-related C&DIs (Compliance and Disclosure Interpretations). Chief financial officers, chi...   MORE>>

On August 26, 2009, the Ontario Securities Commission dismissed a request by a significant unitholder of InterRent Real Estate Investment Trust to reverse a decision of Toronto Stock Exchange and intervene to stop a private placement of InterRent units from proceeding. The OSC’s decision confirms...   MORE>>

Some of the most important questions raised by regulators and commentators in the UK following last year's banking crisis related to board room controls at the institutions concerned. How such catastrophic problems had arisen so quickly and why existing corporate governance mechanisms had entirely f...   MORE>>

Introduction

On 29 June, 2009, HM Revenue & Customs (“HMRC”) in the UK published a draft code of practice for the banking sector (the “Code”). This was expected, following the 2009 Budget.

The stated aim of the Code is to “change behaviours and attitudes towards tax avoidance in the ...   MORE>>

Introduction

Today, Treasury published an interim final rule (the “Rule”) that provides long-awaited guidance on the executive compensation and corporate governance standards imposed by the Emergency Economic Stabilization Act of 2008 (“EESA”), as amended by the American Recovery and Rein...   MORE>>

Recently, the Delaware Court of Chancery issued a decision, San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc. (“Amylin”), interpreting a “Continuing Director” clause contained in a change of control provision commonly found in many indentures and loan agreements. A conti...   MORE>>