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Director Independence
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.
SEC Disclosure Rules
Public companies must comply with the SEC's new disclosure rules regarding director independence and related person transactions for the 2007 proxy season or earlier if a company files a registration statement on or after Dec. 15, 2006.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Removing Restrictive Covenants In New York
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?