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