Financial Transactions and Regulatory Compliance Review

Covering the latest in capital markets transactions, funds, annuities, financial reporting and SEC filings

SEC Closed on December 26, 2014

Reminder that the Securities and Exchange Commission will also be closed on Friday, December 26, 2014. See below announcement from the SEC:

EDGAR Not Available on December 26, 2014

Friday, December 26, 2014, has been declared a non-working day for the federal government. Consistent with Securities and Exchange Commission (SEC) operation on a federal holiday, the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system will not be operational that day. Filings will not be accepted and the Filing Web Sites will not be operational. We will resume normal operation on Monday morning, December 29, 2014. Because December 26, 2014, will be treated as a federal holiday for filing purposes, all filings due on December 26, 2014, will be due December 29, 2014.

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Getting Ready for Your 2014 Annual Meeting: XBRL deadlines

October 31st means more than Halloween this year. The date is also when the Security Exchange Commission (SEC) will end limited liability for eXtensible Business Reporting Language (XBRL) filings. Until that date, if an eligible company makes errors in their XBRL tagging, the SEC won't exact penalties as long as a good faith effort is made to fix them. (For a refresher on the SEC's 2009 rule about XBRL and liability, see

Many companies have already experienced the expiration of XBRL liability grace periods and have hopefully taken steps to ensure that the quality of EDGAR filings, regardless of HTML or XBRL coding, meet the highest standards. Below we explain why XBRL can make errors particularly problematic, as well as some strategies to make sure a company is prepared to handle the technical, and regulatory responsibility.

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Getting Ready for Your 2014 Annual Meeting: Working with Transfer Agents, Proxy Solicitors and Broadridge

In the rush of managing deadlines leading up to an annual meeting, it is useful to pause every once in a while and think about the big picture. For instance, it is easy to take for granted just how much corporations rely on other companies to handle how they describe themselves to investors and the public. Proxy statement distribution, share management, and investor affairs are among the vital tasks that a corporation often entrusts to transfer agents and financial servicing outsourcers. These relationships, as well as deals with proxy solicitors, are essential - but they also benefit from strategic thinking. Below are some recent developments surrounding transfer agents, proxy service outsourcers such as Broadridge, and proxy solicitors, as well as suggestions for getting the most out of these key relationships.

Specialization is one of the foundations of our economy, and the ability to outsource numerous tasks to transfer agents is critical for publicly traded companies. Regardless of the quality and history of a company's relationship with a transfer agent, certain basic quality checks are essential to having a smooth proxy season. Are in-house and transfer agent technical systems up-to-date and compatible? How is the transfer agent dealing with challenges such as the evolving integration of eXtensible Business Reporting Language (XBRL) and the increasing use of eProxy options by corporations?


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Getting Ready for Your 2014 Annual Meeting: Notice/Access Requirements and E-Proxy

It's hard to remember a world before e-mail. The speed in which companies send and receive information with a slight click of a mouse (or touch of a smartphone), makes it tough to recall the days of the Rolodex, the fax room, and shelves lined with spiral-bound binders. My have we come a long way...

In this digital age, however, the annual proxy report is one area where the benefits of digital distribution aren't so clear-cut. Beyond the simple appeal of holding a physical copy of a report printed on glossy paper stock, Security Exchange Commission (SEC) rules around digital distribution of proxy materials contain a dizzying array of both benefits and limitations that companies need to weigh carefully when deciding whether to print or not to print.

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Getting Ready for Your 2014 Annual Meeting: How to Take Advantage of Technology

Getting Ready for Your 2014 Annual Meeting: How to Take Advantage of Technology

Living in the midst of a technological revolution can be both frustrating and exciting - often at the same time. On the one hand, changing technical standards and devices can make already complex tasks seem impossible, yet these same innovations can transform a tedious task into something that takes only a few minutes to complete. Here is a guide to recent developments where technology and preparations for proxy meetings intersect. Some of the items below can help you streamline processes, and others are listed as potential pitfalls to avoid.

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Getting Ready for Your 2014 Annual Meeting: Trends in Corporate Governance

What lessons can be learned from the 2013 proxy season that will aid in planning for the current proxy cycle? The dynamics between shareholders, corporate boards, management, and other parties are always complex, but one trend is clear: shareholder-based governance continues to increase. Whether it is a handful of activist investors or a large array of shareholders leading the charge, the way in which corporate decisions are made is evolving. Here are areas where this shift in governance has been felt strongly, and where experts anticipate further change in the coming years.

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Getting Ready for Your 2014 Annual Meeting: Choosing a Financial Printer

Getting Ready for Your 2014 Annual Meeting: Choosing a Financial Printer

The printing and distribution of a company's proxy statement and annual report is the type of work that, in a perfect world, calls no attention to itself. Part of this “perfect world” will rely heavily on choosing the appropriate financial printer for your company’s needs. Anticipating the accuracy and prompt delivery of your annual meeting materials can at times create a costly distraction. A small amount of advance preparation when choosing the correct financial printer can help prevent problems as proxy deadlines loom. Here are a few key steps to ensure a smooth proxy season:

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Welcome to Financial Transactions and Regulatory Compliance Review

Welcome to Financial Transactions and Regulatory Compliance Review

Remember the last time you read a corporate blog article that provided perceptive and useful industry information, without throwing in an, “I am a powerful and almighty company” plug?

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