In remarks at PLI’s SEC Speaks, SEC Commissioner Mark Uyeda expressed his concern that the SEC “has gone astray”: instead of focusing on “its narrow mission,” Uyeda fears, the SEC is acceding to the pressure of political...more
Recently, the SEC announced settled charges against Skechers U.S.A., Inc., a public footwear company traded on the NYSE, for allegedly failing to disclose payments to executives’ immediate family members and loans to...more
On March 6, the SEC adopted final rules “to enhance and standardize climate-related disclosures by public companies and in public offerings.” Even though, in the final rules, the SEC scaled back significantly on the...more
Last week, by a vote of three to two, the SEC adopted final rules “to enhance and standardize climate-related disclosures by public companies and in public offerings.” The disclosure, which will be included in registration...more
On December 19, a Fifth Circuit panel pulled the plug on the SEC’s Share Repurchase Disclosure Modernization rule, issuing an opinion vacating the rule. On Friday last week, Corp Fin announced that, yes, the rule had been...more
In August 2020, as part of an overhaul of Reg S-K, the SEC adopted a new requirement to discuss human capital, taking a principles-based approach. For the most part, the initial response to the new requirement was...more
Yesterday, Corp Fin released yet another group of new and revised CDIs, these relating to pay-versus-performance disclosure. (See this PubCo post.) Several of the new CDIs address issues regarding peer groups and some provide...more
On the heels of the release of new proxy-related CDIs on Friday come another set of new CDIs from Corp Fin, released yesterday. The new CDIs, summarized below, relate to Securities Act Rules 456 and 457 (regarding completing...more
Corp Fin has posted some new CDIs on pay versus performance. In August last year, the SEC finally adopted a new rule requiring disclosure of information reflecting the relationship between executive compensation actually paid...more
On Thursday last week, the SEC’s Investor Advisory Committee voted to approve, with two abstentions, a subcommittee recommendation regarding human capital management disclosure. You probably remember that, in 2020, during the...more
Two recent settled actions suggest that SEC Enforcement seems to be scrutinizing disclosures about related-person transactions—or rather, the absence thereof. The first, announced last week against Maximus, Inc., looks like...more
On Friday afternoon, Corp Fin issued several new CDIs regarding Rule 10b5-1 plans. As you may recall, in December last year, the SEC adopted new amendments to the rules regarding Rule 10b5-1 plans. These amendments added new...more
According to a review of SEC staff comments by Bloomberg, Corp Fin staff have been weighing in to remind companies about the need to discuss, in SEC filings, the material impact of inflation—and don’t forget the details. No...more
As you know, the SEC adopted final rules on cybersecurity disclosure on July 26, with compliance dates tied to publication in the Federal Register. (See this PubCo post.) Those rules were published on August 4 with compliance...more
[This post revises and updates my earlier post primarily to provide a more detailed discussion of the contents of the adopting release.] -
At an open meeting on Wednesday last week, the SEC voted, three to two, to adopt...more
Those who want to see what the large-company mainstream is doing on comp disclosure might be interested in a recent report, Observations from S&P 500 Pay-Versus-Performance Disclosures, from comp consultant FW Cook & Co. ...more
On May 3, 2023, the Securities and Exchange Commission (SEC) voted at an open meeting to adopt final rules to require enhanced disclosure about issuer share repurchases under the Securities Exchange Act of 1934, as amended....more
At an open meeting yesterday, the SEC voted three to two to adopt a proposal intended to modernize and improve disclosure regarding company stock repurchases. Issuers have something to be relieved about and something to be...more
Remember back in 2020, when the SEC adopted major amendments to Reg S-K designed to modernize the descriptions of business, legal proceedings and risk factors? You might recall that the SEC had long grumbled about “the...more
In October last year, the SEC adopted a new clawback rule, Exchange Act Rule 10D-1, which directed the national securities exchanges to establish listing standards requiring listed issuers to adopt and comply with a clawback...more
On Friday, the SEC announced the departure of Renee Jones as head of Corp Fin. She has been Director of Corp Fin since June 2021 and will be returning to her position on the faculty of Boston College Law School. In her...more
The Corp Fin staff has issued a group of revised and new compliance & disclosure interpretations on the use of non-GAAP financial measures. The CDIs are more detailed and expansive in describing disclosure that the staff...more
Here’s a big scoop from Bloomberg: the “SEC is months away from finalizing expansive new climate disclosure requirements as the agency juggles investor demands for more transparency, tech glitches and a tough Republican legal...more
In this July report, Responses to the SEC’s Climate Proposal, KPMG discusses various themes and observations that it gleaned from its review of comment letters on the SEC’s 510-page comprehensive and stunningly detailed...more
Pharmas, biotechs and others may want to take notice—if they haven’t already—of a series of SEC comment letters to global biopharmaceutical company, Biogen, about one of the company’s non-GAAP financial measures. More...more