Based on updates to its rulemaking agenda that were released last week, the U.S. Securities and Exchange Commission (SEC) has delayed approval of two cybersecurity rules until at least October 2023. Both proposed rules were...more
On February 10, 2023, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published new Regulation S-K Compliance and Disclosure Interpretations (C&DIs) regarding the...more
Public companies need to consider recent developments when preparing for the 2023 proxy and annual reporting season. We summarize key regulatory developments, recent guidance, important disclosure considerations and updates...more
12/27/2022
/ Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Internal Revenue Code (IRC) ,
Non-GAAP Financial Measures ,
Popular ,
Principal Executive Office (PEO) ,
Proxy Season ,
Regulation S-K ,
Securities Exchange Act ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Total Shareholder Return (TSR)
On December 15, 2021, the U.S. Securities and Exchange Commission (the SEC) proposed amendments to the affirmative defense in Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and...more
12/17/2021
/ 10b5-1 Plans ,
Cooling-Off Rule ,
Corporate Governance ,
Disclosure Requirements ,
Gary Gensler ,
Good Faith ,
Insider Trading ,
Proposed Amendments ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
The Division of Corporation Finance of the U.S. Securities and Exchange Commission recently published a sample letter to companies providing illustrative comments that the Division of Corporation Finance may issue to...more
9/30/2021
/ Clean Air Act ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Division of Corporate Finance ,
Environmental Protection Agency (EPA) ,
Environmental Social & Governance (ESG) ,
FASB ,
Greenhouse Gas Emissions ,
Popular ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
Institutional Shareholder Services (ISS) has recently provided guidance outlining its approach to proxy voting advice for the 2021 proxy season. ISS adopted updates to its Benchmark Proxy Voting Guidelines (Voting Policy),...more
11/18/2020
/ Arbitration Agreements ,
Board of Directors ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Diversity ,
Incentive Awards ,
Institutional Shareholder Services (ISS) ,
Pay Gap ,
Poison Pill ,
Proxy Season ,
Proxy Voting Guidelines ,
S&P ,
Shareholder Litigation ,
Shareholders ,
Term Limits ,
Virtual Meetings
On September 23, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its shareholder proposal rule, Rule 14a-8 under the Securities Exchange Act of 1934, which governs the process for a shareholder...more
On August 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the description of business, legal proceeding, and risk factor disclosures that are required pursuant to Regulation S-K. The SEC has...more
On March 12, 2020, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to the “accelerated filer” and “large accelerated filer” definitions. The SEC stated that these amendments were adopted “to more...more
Public companies must focus on a number of evolving disclosure and corporate governance considerations as they progress through the annual reporting and proxy season. Morrison & Foerster discusses hot topics in 2020 — from...more
During 2019, the Division of Corporation Finance (the “Division” or the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) addressed a number of regulatory issues affecting public companies and participants...more
1/28/2020
/ Accredited Investors ,
Corp Fin ,
Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Proxy Voting Guidelines ,
Regulation S-K ,
Rule 14a-8 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Testing-the-Waters Communications
In preparation for the 2020 proxy season, Morrison & Foerster presents its top 10 expectations for shareholder proposals. We hope our clients and friends find this list useful as the proxy season unfolds....more
On November 5, 2019, the U.S. Securities and Exchange Commission (the “SEC”) proposed two sets of rule amendments that, if adopted, would play a prominent role in guiding the manner in which companies, shareholders, and proxy...more
On October 23, 2018, the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (“SEC”) released Staff Legal Bulletin No. 14J (“SLB 14J”) to provide new guidance on how the Staff...more
On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”). While much of the Act was designed to provide smaller financial institutions and community...more
On February 14, 2017, President Trump approved Congress’ joint resolution to repeal the SEC’s resource extraction disclosure rule. That action effectively brings to a conclusion the SEC’s efforts to implement a resource...more
2/22/2017
/ Commercial Development ,
Congressional Review Act ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Extraction Payment Disclosure Rule ,
Foreign Private Issuers ,
Minerals ,
New Legislation ,
Oil & Gas ,
Repeal ,
Resource Extraction ,
Securities and Exchange Commission (SEC) ,
Trump Administration
Real Estate Investment Trusts (“REITs”) are endlessly inventive. They were first developed in the 1960s as a means for ordinary retail investors to hold interests in real estate. The REIT market has waxed and waned over the...more
11/18/2016
/ CFTC ,
Corporate Governance ,
D&O Insurance ,
Dodd-Frank ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Mortgage REITS ,
Registration Statement ,
REIT ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)
On October 26, 2016, the Securities and Exchange Commission (the “Commission”), in 2-1 vote, proposed revisions to its proxy rules that would require registrants and dissident shareholders to use universal proxy cards naming...more
Even before the JOBS Act had been proposed, policymakers focused on the downturn in the number of initial public offerings (IPOs) speculated that the burdensome disclosure requirements applicable to public companies were...more
The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more
1/15/2016
/ Annual Reports ,
Audit Committee ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Golden Parachutes ,
Institutional Shareholder Services (ISS) ,
JOBS Act ,
Popular ,
Proxy Access ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholder Proposals
Real Estate Investment Trusts (“REITs”) are endlessly inventive. They were first developed in the 1960s as a means for ordinary retail investors to hold interests in real estate. The REIT market has waxed and waned over the...more
12/7/2015
/ CFTC ,
Corporate Governance ,
D&O Insurance ,
Dodd-Frank ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Mortgage REITS ,
Registration Statement ,
REIT ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)
Table of Contents:
Introduction; Financial Stability Reform; Resolution Planning; Agencies and Agency Oversight Reform; Securitization Reform; Derivatives Regulation; Investor Protection Reform; Credit Rating Agency...more
12/29/2012
/ Capital Requirements ,
Consumer Financial Protection Bureau (CFPB) ,
Corporate Governance ,
Credit Ratings ,
Derivatives ,
Disclosure Requirements ,
Dodd-Frank ,
Financial Stability Acts ,
Foreign Banks ,
Mortgage Loan Originators ,
Mortgages ,
Securitization ,
Servicing Policies ,
Volcker Rule