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How does Eli Richardson's past work with the federal government inform his client interactions? Find out more>

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In June 2016, AmSurg Corp. and Envision Healthcare Holdings, Inc. (Envision) announced they have signed a definitive merger agreement pursuant to which the companies will combine in an all-stock transaction. Upon completion of the merger, which is expected to be tax-free to the shareholders of both organizations, the combined company will be named Envision Healthcare Corporation and co-headquartered in Nashville, Tennessee and Greenwood Village, Colorado. The company's common stock is expected to trade on the New York Stock Exchange under the ticker symbol: EVHC. Bass, Berry & Sims served as lead counsel on the transaction, led by Jim Jenkins. Read more.

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Inside the FCA blogInside the FCA blog features ongoing updates related to the False Claims Act (FCA), including insight on the latest legal decisions, regulatory developments and FCA settlements. The blog provides timely updates for corporate boards, directors, compliance managers, general counsel and other parties interested in the organizational impact and legal developments stemming from issues potentially giving rise to FCA liability.

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Proxy Season and Form 10-K Filings: A Look Back at 2015 and What to Expect in 2016

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December 21, 2015

This overview summarizes new disclosure requirements and other developments that will generally be applicable to SEC reporting companies in connection with their upcoming proxy statement and Form 10-K filings, including those with respect to the executive compensation and corporate governance provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). Here are the highlights:

SEC New Disclosure Requirements, Proposed Rules and Recent Developments

  • Long anticipated CEO pay ratio disclosure rule
  • Proposed anti-hedging and anti-pledging disclosure for employees/directors 
  • Proposed additional pay-for-performance table- value to compensation presentation 
  • Proposed new incentive compensation clawback policies under certain accounting restatements 

2016 Season ISS and Glass Lewis Updates

ISS

  • Reduction of acceptable number of board positions for non-CEO directors
  • Continual "against" recommendation for the election of existing directors of existing public companies in unilateral bylaw/charter amendments

Glass Lewis

  • New guidance for overboarding
  • Contextual evaluation of certain exclusive forum provisions
  • New scrutiny of chair of nominating committee for regular board assessment and refreshment in context of company "poor performance"
  • Explicit voting guidelines "against" directors for failures in environmental and social risk oversight
  • New examination structure for evaluating conflicting management and shareholder proposals

Public Company Accounting Oversight Board (PCAOB)

  • Preparations for increased audit scrutiny in response to the full effect of Auditing Standard No. 18, Related Parties

To read more about these developments and expectations for the upcoming proxy season, download the complete alert.


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