Recent Publications

Court of Appeals Denies Emergency Motion for Stay of Conflict Minerals Rule

As noted in our alert dated May 12, 2014, the National Association of Manufacturers, et al. requested on May 5, 2014 an emergency stay of the conflict minerals rule (the “Rule”) or at a minimum, a delay of the June 2, 2014 filing deadline for Form SD. >>

SEC Issues Updated Guidance on Conflict Minerals Rule following the Filing of an Emergency Motion for Stay

Prompted by the United States Court of Appeals for the District of Columbia Circuit’s decision in National Association of Manufacturers, et al. v. SEC, et al. (D.C. Cir. April 14, 2014), which held a portion of the conflict minerals rule (the “Rule”) invalid on First Amendment grounds, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) issued updated guidance on April 29, 2014 relating to upcoming Form SD filing obligations. >>



Bruce Newsome

Partner

Dallas


2323 Victory Avenue
Suite 700
Dallas, Texas 75219
T +1 214.651.5119
F +1 214.200.0636

Areas of Practice

Additional Areas of Focus

  • Executive Compensation

Education

  • J.D., University of Texas at Austin School of Law, 1995, Teaching Quizmaster and Section Coordinator; Order of the Coif
  • A.B., Davidson College, 1990, cum laude

Bar Admissions

  • Texas
Bruce Newsome

Bruce Newsome is a partner in the Corporate/Securities Practice Group of Haynes and Boone, LLP and is involved in representing and advising publicly traded and private companies.

Mr. Newsome's corporate experience includes:

  • Representing publicly traded companies in both the public and private issuance and resale of securities.

  • Representing publicly traded companies with their Exchange Act filing requirements.

  • Advising publicly traded companies with compliance with the Sarbanes-Oxley Act and stock exchange requirements.

  • Advising publicly traded companies with executive compensation issues and disclosure.

  • Advising publicly traded companies with corporate governance.

  • Representing public and private companies in mergers and acquisitions.

  • Representing companies in venture capital transactions.

  • Representing startup companies.

Selected Professional Honors

  • Selected a Texas Rising Star of Texas Super Lawyers by Law and Politics and Texas Monthly, 2005 and 2007.

Recent Presentations

  • "New Disclosure Rules for Executive Compensation and Corporate Governance," February 2010.

  • "Securities and Corporate Law Update - Advising the Board in Turbulent Times," September 2009.

  • "SEC Hot Buttons," June 2008.

  • "PLI/Bowne Corporate and Securities Update – Executive Compensation – One Year Later," January 2008.

Other Publications

  • "SEC Postpones Implementation of Shareholder Proxy Access," Haynes and Boone Alert, October 5, 2010.

  • "Addressing the New Proxy Access Rules," co-authored with Kit Addleman and Michael Halloran, Compliance Reporter, September 27, 2010.

  • "SEC Adopts New Rules to Facilitate Rights of Shareholders to Nominate Directors," Haynes and Boone Alert, September 1, 2010.

  • "The Impact of Dodd-Frank on Public Companies," Haynes and Boone Alert, August 4, 2010.

  • "Texas Business Organizations Code Now Applicable to All Entities," Haynes and Boone Alert, February 18, 2010.

  • "SEC Amends Disclosure Rules for Executive Compensation and Corporate Governance," Haynes and Boone Alert, December 29, 2009.

  • "SEC Issues Guidance On Company Website Disclosure" Haynes and Boone Alert, August 13, 2008.

Selected Representative Experience


Multiband Corporation's Sale of MDU Assets to DirecTV MDU, LLC
Represented a subsidiary of Goodman Networks in its sale of certain MDU assets.

Credit Suisse in $100 Million Margin Loan
Advised Credit Suisse in its role as lead lender and administrative agent in a $100 million margin loan facility to a subsidiary of Rentech, Inc., an owner and operator of wood fiber processing and nitrogen fertilizer manufacturing businesses. The loan is collateralized by a portion of the publicly traded units of Rentech Nitrogen Partners, L.P.

Acquisition of Design Build Technologies, LLC by Goodman Networks Incorporated
Represented Goodman Networks Incorporated in the acquisition of the assets of Design Build Technologies, LLC, a wireless communications construction company.

Purchase of Assets of Cellular Specialties, Inc.
Advised Goodman Networks Incorporated in connection with its acquisition of the services division of Cellular Specialties, Inc., one of the largest in-building wireless services companies in the U.S., for a price of $18 million plus up to $17 million in earn-out payments.

Sale of Interests Held by Rise Energy Partners, LP
Advised Rise Energy Partners, LP in connection with its sale of interests in various oil and gas producing properties offshore southern California to Memorial Production Partners LP for a purchase price of approximately $271 million.

Initial Public Offering - Matador Resources Company
Represented Matador Resources Company, an independent oil and gas company, in its initial public offering of $178.6 million of common stock, including shares sold by the selling shareholders.

Represented Goodman Networks Incorporated in Private Debt Offering
Successfully represented Goodman Networks Incorporated, a provider of outsourced network and infrastructure services to the telecommunications industry, in the private issuance of $225 million aggregate principal amount of 12.125 percent Senior Secured Notes due 2018.

Represented SWS Group, Inc. in a Registered Public Offering of Common Stock
Represented SWS Group, Inc., a provider of investment and financial services through its subsidiaries, Southwest Securities, Inc., a registered investment adviser and registered broker-dealer, and Southwest Securities, FSB, a bank headquartered in Dallas, in a public offering of 5,000,001 shares of common stock.

Agreement and Plan of Merger
Represented Trilogy, Inc. in its acquisition of Artemis International.

Memberships

  • State Bar of Texas
  • American Bar Association
  • Dallas Bar Association
  • President of North Texas Chapter of Davidson College Alumni 
  • Board of Managers Town North YMCA

Online Publications

05/27/2014 - Court of Appeals Denies Emergency Motion for Stay of Conflict Minerals Rule
As noted in our alert dated May 12, 2014, the National Association of Manufacturers, et al. requested on May 5, 2014 an emergency stay of the conflict minerals rule (the “Rule”) or at a minimum, a delay of the June 2, 2014 filing deadline for Form SD.

05/12/2014 - SEC Issues Updated Guidance on Conflict Minerals Rule following the Filing of an Emergency Motion for Stay
Prompted by the United States Court of Appeals for the District of Columbia Circuit’s decision in National Association of Manufacturers, et al. v. SEC, et al. (D.C. Cir. April 14, 2014), which held a portion of the conflict minerals rule (the “Rule”) invalid on First Amendment grounds, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) issued updated guidance on April 29, 2014 relating to upcoming Form SD filing obligations.

10/01/2013 - SEC Issues Proposed Rule for CEO Pay Ratio Disclosure
On September 18, 2013, the U.S. Securities and Exchange Commission (the “SEC”) approved for public comment a proposed rule (the “Proposed Rule”) to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding CEO pay ratio disclosure.

08/06/2013 - D.C. Circuit Upholds SEC Conflict Minerals Disclosure Rule
On July 23, 2013, the U.S. District Court for the District of Columbia (the “District Court”) upheld Rule 13(p) (the “Rule”) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

07/18/2013 - D.C. Circuit Vacates SEC Resource Extraction Rule
Introduction
On July 2, 2013, the U.S. District Court for the District of Columbia (the “District Court”) vacated Rule 13q-1 (the “Rule”) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

07/16/2013 - Rule 506 Revolution: The SEC Adopts Significant Amendments to the Rules Regarding Private Offerings of Securities
On July 10, 2013, the Securities and Exchange Commission (SEC) adopted the new, much-anticipated rules that lift the ban on general solicitation and advertising in connection with certain private offerings of securities.

05/28/2013 - Compensation Committee and Compensation Committee Advisers Listing Standards
In the fall of 2012 the NYSE and NASDAQ markets previously issued rules concerning the independence of compensation committee members and advisers as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

04/05/2013 - SEC Clarifies the Application of Regulation FD to Social Media Disclosures
Since the announcement of the investigation by the SEC of the CEO of Netflix, Inc. for a July 2012 Facebook post celebrating a company milestone, there has been considerable uncertainty as to whether companies can use social media outlets, like Facebook and Twitter, to communicate with investors without violating Regulation Fair Disclosure (“Regulation FD”).

10/26/2012 - EDGAR Submissions of Draft Registration Statements and New JOBS Act FAQs
The U.S. Securities and Exchange Commission (the “SEC”) recently adopted a new EDGAR Filer Manual, which provides that effective October 15, 2012, emerging growth companies under the Jumpstart Our Business Startups Act (“JOBS Act”) must now use EDGAR to submit confidential draft registration statements.

10/11/2012 - NYSE and NASDAQ Issue Proposed Rules on Compensation Committee Independence Standards
As required pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the final rule issued by the U.S. Securities and Exchange Commission (the “SEC”) in June 2012, the New York Stock Exchange (the “NYSE”) and NASDAQ each issued proposed rules on the independence of compensation committees and their advisers on September 25, 2012. The proposed rules are subject to approval by the SEC.

09/24/2012 - SEC Issues Rules on Disclosing Use of Conflict Minerals
The Securities and Exchange Commission (the “SEC”) has implemented Congress’ initiative to use disclosure requirements of U.S. securities laws to inhibit the ability of armed groups in the Democratic Republic of the Congo to fund their activities through the exploitation of trade in conflict minerals.

09/13/2012 - SEC Requires New Disclosures by Resource Extraction Issuers
In the next year, companies that work in the development of oil, natural gas or minerals will have to publicly make new disclosures of payments of $100,000 or more made to governments. The $100,000 threshold is on a project-by-project basis, and will require companies to provide details of the type and amounts of payments made.

06/28/2012 - SEC Directs National Exchanges to Adopt Listing Standards for Compensation Committees and Compensation Advisers and Updates Compensation Consultant Disclosure Requirements
As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), on June 20, 2012, the U.S. Securities and Exchange Commission (SEC) approved a rule that directs national securities exchanges to adopt listing standards for public company boards of directors and compensation advisers. See Release Nos. 33-9330 and 34-67220.

09/09/2011 - SEC Abandons Fight on Shareholder Proxy Access Rule
On September 7, 2011, the Securities and Exchange (SEC) announced that it will not appeal the D.C. Circuit’s July ruling in Business Roundtable and Chamber of Commerce of the United States v. SEC, No. 10-1305, (D.C. Cir. July 22, 2011), where a unanimous panel of the D.C. Circuit vacated Exchange Act Rule 14a-11 requiring companies to give shareholders access to company proxy materials for the nomination of candidates to serve on the company’s board of directors.

02/03/2011 - SEC Adopts Rules for Say-on-Pay and Golden Parachute Compensation Under Dodd-Frank Act
As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), the U.S. Securities and Exchange Commission (SEC) adopted rules regarding shareholder approval of executive compensation and “golden parachute” arrangements on January 25, 2011.

10/05/2010 - SEC Postpones Implementation of Shareholder Proxy Access
On October 4, 2010, less than six weeks after approving new rules to facilitate shareholders’ rights to nominate directors, the SEC postponed the effectiveness of the rules. As a result, in the upcoming proxy season companies most likely will not have to address the new shareholder proxy access rules.

09/27/2010 - Compliance Clarified: Addressing The New Proxy Access Rules
In its first substantive rulemaking after Dodd-Frank's passage, the SEC in August approved new shareholder proxy access rules that are scheduled to become effective in November this year and enter into force for the spring 2011 proxy season for all but the smallest companies.

09/01/2010 - SEC Adopts New Rules to Facilitate Rights of Shareholders to Nominate Directors
Companies are now required to grant proxy access to director nominees submitted by shareholders pursuant to new rules adopted by the Securities and Exchange Commission (the "SEC") on August 25, 2010. 

08/04/2010 - The Impact of Dodd-Frank on Public Companies
Haynes and Boone has prepared a summary of significant provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act that may have consequences for public companies and their officers and directors, as well as related entities, along with commentary on those provisions.

03/03/2010 - Guide to SEC Reporting Changes (Revised)
Since the start of 2009, there have been material changes to the form and content of periodic reports and proxy statements. This memorandum outlines the changes in the federal securities laws and New York Stock Exchange (“NYSE”) rules since January 2009 that impact the form and content of 2009 Forms 10-K and 2010 proxy statements for domestic issuers subject to Regulation S-K.

02/18/2010 - Texas Business Organizations Code Now Applicable to All Entities
On January 1, 2010, the Texas Business Organizations Code (“TBOC”) became applicable to all Texas entities and foreign entities required to register to do business in Texas.

02/11/2010 - SEC Clarifies Climate Change Disclosure Obligations
On February 2, 2010, the Securities and Exchange Commission (the “SEC”) announced guidance regarding public companies’ disclosure obligations related to climate change. On February 8, 2010, the SEC published that guidance in the Federal Register, at which time it became effective. As a result, calendar year-end companies with upcoming annual reports on Form 10-K should evaluate whether their disclosures concerning climate change are consistent with the new guidance.

02/02/2010 - SEC to Clarify Climate Change Disclosure Obligations
On January 27, 2010, the Securities and Exchange Commission (the “SEC”) voted to provide interpretive guidance on SEC disclosure requirements as they apply to business or legal developments relating to the issue of climate change.

01/29/2010 - DOL Issues Final Safe Harbor Rules for Timely Deposits of Participant Contributions and Loan Repayments
The U.S. Department of Labor (“DOL”) issued final regulations, effective January 14, 2010, that (1) clarify that the contribution timing rules apply to plan loan repayments, and (2) provide a safe harbor for depositing participant contributions (including loan repayments) to employee benefit plans with fewer than 100 participants on the first day of the plan year.

12/29/2009 - SEC Amends Disclosure Rules for Executive Compensation and Corporate Governance
The U.S. Securities and Exchange Commission (SEC) recently adopted amendments to its rules affecting disclosure of executive compensation and corporate governance matters. This alert summarizes the key changes.

11/02/2009 - Additional Extension of Compliance Date of Auditor Attestation Requirement for Non-Accelerated Filers
On October 2, 2009, the U.S. Securities and Exchange Commission (the “SEC”) extended by six months the compliance date for non-accelerated filers to provide in their annual reports on Form 10-K an auditor attestation report on internal control over financial reporting.

10/30/2009 - SEC Delays Until 2010 Proposed Amendments Facilitating Shareholder Nominations of Directors
The U.S. Securities and Exchange Commission (the “SEC”) recently said that it will delay until 2010 its vote on amendments, proposed earlier this year, to facilitate shareholders’ rights to nominate directors. As a result, it is unlikely any of the proposed amendments will apply during the beginning of the 2010 proxy season.

08/07/2009 - SEC Proposes Rule Amendments to Executive Compensation and Corporate Governance Disclosure
On July 10, 2009, the U.S. Securities and Exchange Commission (the “SEC”) proposed a series of amendments to its executive compensation and corporate governance disclosure rules in Regulation S-K. See Release Nos. 33-9052, 34-60280, and IC-28817. Comments on the proposed rules are due September 15, 2009. If the proposed amendments are adopted, the SEC anticipates that they will be effective for the 2010 proxy season.

07/09/2009 - SEC Proposes Rule Amendments to Facilitate Rights of Shareholders to Nominate Directors
On June 10, 2009, the U.S. Securities and Exchange Commission (the “SEC”) proposed a series of amendments to rules promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) to facilitate shareholders’ rights to nominate directors.

02/12/2009 - SEC Mandates Interactive Data Financial Reporting
The Securities and Exchange Commission (SEC) issued rules that will require most public companies to file financial statements with the SEC in eXtensible Business Reporting Language (XBRL). Interactive data in XBRL format permits users of financial information to automatically download financial data directly into documents and analytical tools.

02/04/2009 - Electronic Filing of Form D
Beginning on March 16, 2009, any investment fund that conducts a securities offering without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption provided in Regulation D, will be required to electronically file a Form D notice with the Securities and Exchange Commission (the “SEC”) and applicable states.

01/26/2009 - SEC Issues New Reserve Reporting Requirements
On December 29, 2008, the U.S. Securities and Exchange Commission (“SEC”) released revisions to its reserve reporting requirements. The new rules are effective as of January 1, 2010, and early compliance is not permitted.

11/20/2008 - SEC Issues Proposed Roadmap For International Financial Reporting Standards (IFRS): What In-House Counsel Should Know Now
On November 14, 2008, the SEC released its long-awaited “roadmap” for the transition by U.S. public companies to use International Financial Reporting Standards (IFRS). This Alert provides a link to the 165-page SEC roadmap, highlights key points and important dates set forth in the roadmap, and outlines areas for in-house counsel to consider as companies convert to IFRS.  This article is an update of an article that originally appeared in CorporateCounsel.net.  To view the first article, please click here.

08/13/2008 - SEC Issues Guidance On Company Website Disclosure
On August 1, 2008, the Securities and Exchange Commission issued an interpretive release about disclosing on your company web site information that is subject to the federal securities law.

08/11/2008 - Extension of Compliance Date of Auditor Attestation Requirement for Non-Accelerated Filers
On June 26, 2008, the U.S. Securities and Exchange Commission (the “SEC”) extended by one year the compliance date for non-accelerated filers to provide auditor attestation reports on internal control over financial reporting in their annual reports.

03/18/2008 - SEC Adopts Electronic Filing and Revisions to Form D

02/18/2008 - Smaller Reporting Company Rules

01/08/2008 - SEC Revises Rules 144 and 145

01/31/2007 - SEC Issues Interpretations Regarding Executive Compensation

01/24/2007 - SEC Issues Revised Rules Regarding Stock Based Compensation

11/29/2006 - Modifications to Form 8-K Rules Become Effective

10/10/2006 - SEC Issues Final Rules to Executive Compensation Disclosure and Related Areas

04/19/2006 - Sarbanes-Oxley Act of 2002 ("SOX"): An Overview

03/03/2006 - SEC Proposes Revisions to Exceutive Compensation Disclosure and Related Areas