February 4, 2015 –
Board ‘refreshment’ challenges, CEO illness disclosure & more (Securities Edge January 2015 recap)

Here is your recap of important topics we covered last month in our blog, The Securities Edge. Did you miss them? Sign up now to receive future blog posts by email as soon as each is published.

Reducing small biz burdens

Up to the JOBS Act? Probably not …

On January 14, the House of Representatives passed HR 37, the “Promoting Job Creation and Reducing Small Business Burdens Act.”

The White House issued a veto threat because the bill also delays part of the Volcker Rule until July 21, 2019.

There are some interesting ideas in HR 37 that Gunster securities attorney David Scileppi supports and hope will eventually make it into a revised bill, including an exemption from the Securities Exchange Act of 1934 for certain business brokers. Read more >>

New name, old issue

The challenges in ‘refreshing’ board committees

Governance practitioners have been grappling with the issue of board and committee refreshment – rotating directors off and on committees to keep them fresh and receptive to new ideas – for many years, although the term “refreshment” is new.

In this post, Gunster corporate governance attorney Bob Lamm discusses some of the challenges associated with refreshing board committees, as well as tools and tips that can help a board better execute this important responsibility. Read more >>

Bob’s Upticks

Timely news and comments on securities and corporate governance developments.

• In sickness and in health

It’s a challenging issue when a CEO becomes seriously ill. First, there isn’t any rule that tells us whether and what to disclose in this situation.

• Shock and awe at the SEC

Something shocking happened at the SEC yesterday. SEC Chair Mary Jo White directed the SEC staff to review its long-standing position on when a shareholder proposal conflicts with a company proposal and may be excluded from the proxy statement.

• Bad laws make hard cases

There have been a number of press reports in recent days about attempts by the new Republican majority to repeal all or part of Dodd-Frank. Depending upon whom you choose to believe, the Republicans want to eviscerate it, and the Democrats refuse to change one word.

• Bob’s top 10 books of 2014

This is the continuation of a tradition I started when I was chair of the Securities Law Committee of the Society of Corporate Secretaries and Governance Professionals.

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