Barring any unforeseen changes, the Corporate Transparency Act's (CTA) major reporting deadline arrives on January 1, 2025. The CTA requires all existing reporting companies (those entities formed prior to January 1, 2024) to...more
9/11/2024
/ Anti-Corruption ,
Anti-Money Laundering ,
Beneficial Owner ,
Corporate Transparency Act ,
Financial Crimes ,
Financial Regulatory Reform ,
FinCEN ,
Homeowners Association (HOA) ,
National Security ,
Regulatory Requirements ,
Reporting Requirements
On Friday March 1, 2024, Judge Liles C. Burke of the U.S. District Court for the Northern District of Alabama ruled that the Corporate Transparency Act (CTA) is an unconstitutional overreach of Congress's enumerated powers in...more
3/6/2024
/ Beneficial Owner ,
Business Ownership ,
Congressional Authority ,
Corporate Transparency Act ,
Department of Justice (DOJ) ,
FinCEN ,
Foreign Policy ,
Interstate Commerce ,
National Security ,
NSBA ,
Reporting Requirements
At the end of December, China acknowledged the existence of the coronavirus, and this burgeoning heath crisis is becoming a supply chain problem. China, a major manufacturing hub for materials, products and components being...more
2/24/2020
/ Best Practices ,
Business Interruption ,
China ,
Coronavirus/COVID-19 ,
Critical Infrastructure Sectors ,
Distributors ,
Emergency Management Plans ,
Force Majeure Clause ,
Health and Safety ,
Imports ,
Infectious Diseases ,
Inventory ,
Manufacturers ,
Manufacturing Facilities ,
Material Adverse Effects ,
Performance Standards ,
Policies and Procedures ,
Public Health ,
Reporting Requirements ,
Retail Market ,
Risk Management ,
Suppliers ,
Supply Chain ,
Third-Party Relationships
Two pieces of guidance emerged from the Securities and Exchange Commission on September 21, 2017, with respect to the pay ratio rule. The guidance was issued by the Commission and the Commission's Division of Corporation...more
The Financial Accounting Standards Board's new revenue recognition standard is expected to have wide-ranging effects on M&A transactions. The new revenue recognition standard under GAAP will be applicable to public companies...more
The FDIC issued a special edition of Supervisory Insights, “A Community Bank Director’s Guide to Corporate Governance: 21st Century Reflections on the FDIC Pocket Guide for Directors.” This special corporate governance...more
FINRA is seeking comment on proposed amendments to FINRA rules shortening the securities settlement cycle to two days. The rulemaking notice cites a September 2015 letter in which SEC Chair White responded to industry groups...more
The SEC published its 2015 Annual Report on the Dodd-Frank Whistleblower Program. The report indicates the SEC received 3,923 tips in fiscal year 2015, compared to 3,620 tips in fiscal year 2014. From fiscal year 2012, the...more
The U.S. Commodity Futures Trading Commission, or CFTC, announced that it will make an award of approximately $290,000 to a whistleblower for providing valuable information about violations of the Commodity Exchange Act....more
The SEC recently commenced a settled enforcement action against an investment adviser, R.T. Jones Capital Equities Management, Inc., for cybersecurity matters. Press reports indicate this is the first such case of its kind. ...more
9/24/2015
/ Cyber Attacks ,
Cyber Crimes ,
Cyber Threats ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Enforcement Actions ,
Financial Institutions ,
Investment Adviser ,
Personally Identifiable Information ,
Policy Violations ,
Securities and Exchange Commission (SEC)
ISS has commenced its 2016 proxy voting policy survey. Some of the issues ISS seeks comment on include:
- Is it appropriate to use non-GAAP or adjusted GAAP metrics for compensation programs?
- What types of equity...more
The SEC has issued a concept release to seek public comment regarding audit committee reporting requirements, with a focus on the audit committee’s reporting of its responsibilities with respect to its oversight of the...more
Rule G-44 of the Municipal Securities Rulemaking Board, or MSRB, became effective on April 23, 2015. That Rule establishes the supervisory and compliance obligations of municipal advisors.
The MSRB has provided an...more
The stockholders of Cyveillance, Inc., sold their company for $40 million up-front and a $40 million earn-out if the company’s revenues reached a certain level. Section 5.4 of the merger agreement prohibited the buyer from...more
The Municipal Securities Rulemaking Board, or MSRB, has received approval from the SEC to create baseline standards of professional qualification for municipal advisors. The new standards will be incorporated through...more
The NYSE proposes to amend Section 402.05 of the Listed Company Manual to clarify that listed companies soliciting proxy material through brokers or other entities must comply with SEC Rule 14a-13.
Rule 14a-13 mandates...more
ISS has posted new FAQs on U.S. compensation policies. There are 104 FAQs spanning 43 pages. Given their breadth, they are difficult to summarize. But they cover topics ranging from say-on-pay, pay-for-performance...more
A standard part of every financial statement audit is providing the auditor a representation letter reaffirming certain assertions that are implicit in preparation of financial statements in accordance with GAAP. The AICPA...more
The SEC recently provided no-action relief for five-day tender offers. The new no-action letter eases requirements in the following areas:
- The tender offer must be open for five business days rather than a seven to...more
Since our last update, the following public companies have submitted no-action letters to exclude shareholder proposals submitted by the New York City Pension Funds because the proposal will “directly conflict” with the...more
In Berman v. Neo@ogilvy LLC, the Unites States District Court for the Southern District of New York held an employee must report information to the SEC in order to qualify for the anti-retaliation protections afforded by the...more
You reach the point in the sale of almost every public company where the buyer wants an exclusivity agreement. Lawyers representing the target wring their hands about the effect of an exclusivity agreement and the effect of...more
In its 2014 Report to Congress on the Dodd-Frank Whistleblower Program, the SEC described the profile of successful whistleblowers. Because the SEC must keep the identity of whistleblowers confidential, it can only describe...more
To fulfill its statutory responsibilities, the CFPB collects large amounts of consumer financial data on credit card accounts, mortgage loans, and other products through one-time or ongoing collections. While the CFPB has...more
9/26/2014
The SEC charged a private equity sponsor with breaching its fiduciary duty to a pair of private equity funds by sharing expenses between a company in one’s portfolio and a company in the other’s portfolio in a manner that...more