September 23, 2009

Nasdaq Proposes “Comply or Disclose” Approach

As noted by Gibson Dunn: Recently, the Nasdaq Listing and Hearing Review Council sent a paper to Nasdaq companies seeking comment on whether it should adopt a “comply or disclose” approach for certain corporate governance practices as an alternative to additional, substantive requirements, noting that some non-U.S. markets follow a “comply or disclose” model and that it “offers flexibility to companies and transparency to investors and allows practices to evolve in a logical manner.”

Accordingly, the Nasdaq paper solicits comment about a range of practices, including board leadership, resignation policies for directors that fail to receive majority votes, annual director elections, and shareholder ratification of a company’s outside auditor. Any required disclosures would appear either in a company’s proxy, in the case of most U.S. companies, or in its annual report filed with the SEC for all other companies. Comments are due by October 30th.

How to Sell a Division: Nuts & Bolts

Join us tomorrow for the webcast – “How to Sell a Division: Nuts & Bolts” – to learn more about one of the most popular methods to change a company’s focus – and raise much-needed cash: selling a division. Join these experts:

– Bill Jonason, Partner, Dorsey & Whitney
– Doug Leary, Partner, Sutherland
– Marty Nussbaum, Partner, Dechert
– Cal Smith, Partner, Troutman Sanders
– Jennifer Vergilli, Partner, Calfee, Halter & Griswold

All the Rage: Investor Advisory Committees

Last week, the SEC announced that three subcommittees of its newly-formed Investor Advisory Committee have been formed to address specific categories of regulatory issues. Here is the Committee’s new web page. And the PCAOB has announced the 19 members of its inaugural Investor Advisory Group. Only three members are duplicated among the SEC’s group of 17 (with another member “ex officio”). That’s not too bad…

In FEI’s “Financial Reporting Blog,” Edith Ornstein provides more details about these Committee developments.

– Broc Romanek