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Blog: A few new CDIs on Rules 147, 503 and 504, as well as Reg A

Today, Corp Fin posted a number of new CDIs that reflect updates for the amendments to Rule 147 (intrastate offers and sales) and Reg D Rules 503 and 504, and withdrew some CDIs in light of the repeal of Rule 505. There are...more

9/20/2017  /  CDIs , Corp Fin , JOBS Act , Regulation A , Rule 147 , Rule 504

Blog: SEC Advisory Committee Recommends Changes To Rule 701

On Wednesday of last week, at the final meeting of the SEC Advisory Committee on Small and Emerging Companies (soon to morph into the Small Business Capital Formation Advisory Committee), the Committee heard a presentation on...more

Blog: Update on pay-ratio rule

Rumor has it that, at the recent ABA Business Law Section Annual Meeting in Chicago, Corp Fin Director Bill Hinman confirmed—in case there was any doubt—that the pay-ratio rule would be in place for reporting in 2018. ...more

9/18/2017  /  CDIs , Corp Fin , Pay Ratio , SEC

Blog: SEC Committee On Small And Emerging Companies Completes Final Report And Recommendations

At the final meeting yesterday of the SEC Committee on Small and Emerging Companies (apparently soon to morph into the Small Business Capital Formation Advisory Committee), the Committee finalized the discussion draft of its...more

Blog: Studies Show Hedge Fund Activists Have Adverse Impact On Board Diversity And Target More Firms With Women CEOs

While more and more institutional holders and asset managers are noisily promoting board diversity among their portfolio companies—including, most recently, the NYC Comptroller and the NYC pension funds—hedge fund activists...more

Blog: Will Board Diversity Be The New Proxy Access?

In 2014, NYC Comptroller Scott Stringer, who oversees the NYC pension funds, submitted proxy access proposals to 75 companies—and ignited the push for proxy access at public companies across the U.S. The form of proxy access...more

Blog: Do Material Weaknesses Point To Fraud Risk?

It’s not just Dodd-Frank that has been roundly disparaged in some quarters, SOX 404(b)—the requirement to have an auditor attestation and report on management’s assessment of internal control over financial reporting—has also...more

Blog: Why Have Institutional Investors Become So Outspoken On Corporate Governance Issues At Their Portfolio Companies?

The substantial increase in activism on corporate governance issues by large institutional shareholders and asset managers qua investors has been hard to miss. Now, joining the ranks of these other enormous asset managers and...more

Blog: As the U.S. moves toward deregulation, the U.K. announces new corporate governance reforms

As discussed in this PubCo post, in November of last year, the U.K. Government published a “Green Paper” on Corporate Governance Reform, which, in the face of rising economic inequality, sought “to consider what changes...more

Blog: NYSE Proposes Rule Changes Related To Material News And Dividend Notices

The NYSE is proposing two changes with regard to material news: the first relates to a limitation on the issuance of material news in the period immediately after the NYSE close, and the second relates to a delay in the...more

8/30/2017  /  Dividends , NYSE , Proposed Rules , SEC , Stocks

Blog: GAO Report On Gold Supply Chain Reveals Little Progress In Responsible Sourcing

The GAO has issued a new report on conflict minerals focused in this instance on the supply chain for artisanal and small-scale mined (ASM) gold in the DRC region. The report also addressed efforts to encourage responsible...more

Blog: EY Study Shows Continued Increase In Voluntary Audit Committee Disclosures Among The Fortune 100

With the SEC now considering whether to approve AS 3101, the PCAOB’s new enhanced disclosure requirement for the auditor’s report, and SEC concept releases and other disclosure projects still hovering in the ether, there...more

Blog: SEC sets (higher) fee rates for fiscal 2018, which begins October 1, 2017

On August 24, the SEC announced that it was, once again, hiking the fees it charges issuers to register their securities. In fiscal 2018, the fee rates for registration of securities and certain other transactions will be...more

8/25/2017  /  Dodd-Frank , Fees , SEC

Blog: Deregulation? What Deregulation? Two (Persistent) Campaigns For Enhanced Disclosure Requirements

Notwithstanding the deregulatory emphasis of the current administration, two campaigns are currently being waged to convince the SEC to adopt new regulations mandating more disclosure—one related to human capital management...more

Blog: Corp Fin Posts New And Updated CDIs Related To Omission Of Financial Information In Registration Statements

The Corp Fin staff has posted new and updated CDIs related to omission of financial information from registration statements by emerging growth companies and, under the recently expanded guidance that allows non-EGCs to file...more

Blog: Corp Fin supplements information regarding expanded process for confidential filing of IPO registration statements

On August 17, 2017, the SEC supplemented the information in its June 29 announcement regarding its expanded draft registration statement processing procedures, which allowed companies that were not emerging growth companies...more

Blog: SEC Approves NYSE Amendments Requiring Notice Related To Dividends And Stock Distributions, Even If Outside Of NYSE Trading...

On August 14, 2017, the SEC approved a rule change that amended the NYSE Manual to require listed companies to provide notice to the NYSE at least ten minutes before making any public announcement with respect to a dividend...more

8/16/2017  /  Dividends , NYSE , SEC

Blog: CII Updates Its Best Practices For Proxy Access

As proxy access bylaws have continued to proliferate—with 60% of the S&P 500 now having adopted some form of proxy access provisions—the Council of Institutional Investors has decided that the time is right to update its 2015...more

Blog: Decline in IPOs—blame Dodd-Frank?

A frequent lament these days is the decline in the number of IPOs and public companies generally, with much of the discussion—particularly at the agency and Congressional levels—focused on the adverse impact of increased...more

Blog: Asset Managers Support Shareholder Proposals For Board Diversity—Will It Make A Difference?

There’s been chatter about board gender diversity for a long time and, while there has been some modest progress, we have yet to see any dramatic breakthroughs. Now some of the largest asset managers are not just talking the...more

Blog: Major Indices Announce Decisions To Exclude Companies With Multi-Class Share Structures

Earlier this week, the S&P Dow Jones Indices announced that the S&P Composite 1500 and its component indices (the S&P 500, S&P MidCap 400 and S&P SmallCap 600) will no longer add companies with “multiple share class...more

Blog: Corp Fin Refuses To Allow Exclusion Of New Form Of Proxy Access Fix-It Proposal

It ain’t over till it’s over, as they say. You may have thought that, after the series of staff no-action positions allowing exclusion of so-called “fix-it” proposals during the last proxy season, we had seen the last of...more

Blog: Conflict Minerals Benchmarking Study Analyzes Filings For 2016—Was There Any Progress?

Development International has posted its most recent Conflict Minerals Benchmarking Study, analyzing the results of filings for the 2016 filing period. The study looked at filings submitted by the 1,153 issuers that had filed...more

Blog: Is The Noose Tightening Around The Shareholder Proposal Rules?

In remarks this week before the Chamber of Commerce, new SEC Chair Jay Clayton indicated that the SEC will be taking a hard look at the shareholder proposal rules. As reported in thedeal.com, Clayton advised that it is “very...more

Blog: Framework Developed By The Investor Stewardship Group Establishes Common Set Of Investor Expectations For Corporate...

The Investor Stewardship Group—a group of the largest, most prominent institutional investors and global asset managers investing, in the aggregate, over $20 trillion in the U.S. equity markets—has developed the Framework for...more

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