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How did Brianna Powell's work as a law clerk prepare her for practicing law? Read more>

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The M&A Advisor Winner 2017The M&A Advisor announced the winners of the 16th Annual M&A Advisor Awards on Monday, November 13 at the 2017 M&A Advisor Awards. Bass, Berry & Sims was named a winner in the two categories related to the following deals:

M&A Deal of the Year (from $1B-$5B) – Acquisition of CLARCOR Inc. by Parker Hannifin Corporation

Corporate/Strategic Deal of the Year (over $1B) – Acquisition of BNC Bancorp by Pinnacle Financial Partners

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Regulation A+

It seems that lately there has been a noticeable uptick in Regulation A+ activity, including several recent Reg A+ securities offerings where the stock now successfully trades on national exchanges. In light of this activity, we have published a set of FAQs about Regulation A+ securities offerings to help companies better understand this "mini-IPO" offering process, as well as pros and cons compared to a traditional underwritten IPO.

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

Publications

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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