On May 20, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to the financial statement and other disclosure requirements related to acquisitions and dispositions of businesses, including real estate...more
6/3/2020
/ Acquisitions ,
Disclosure Requirements ,
Dispositions ,
Financial Statements ,
Foreign Business Partners ,
IFRS ,
Income Test ,
Investment Test ,
Proposed Amendments ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
On May 4, 2020, the U.S. SEC’s Division of Corporation Finance (the “Staff”) published four “FAQs” relating to the application of the Commission’s March 25, 2020 Order (the “COVID-19 Order”) providing extended deadlines for...more
5/6/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Division of Corporate Finance ,
Filing Deadlines ,
Form 10-K ,
Form 8-K ,
Form S-3 ,
New Guidance ,
Offerings ,
Publicly-Traded Companies ,
Relief Measures ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Time Extensions
On April 10, 2020, the Division of Corporation (the “Staff”) published a statement addressing logistical difficulties in satisfying the requirement to file Securities Act of 1933 Form 144 (the “Statement”). Noting the current...more
The Chairman of the U.S. Securities and Exchange Commission (the “SEC”) and members of the SEC Staff have recently made statements concerning upcoming disclosures that public companies will be making about the impact of the...more
As a further response to circumstances presented by the COVID-19 pandemic, on March 26, 2020, the SEC published new temporary final rules.The temporary final rules ease requirements regarding applications for Form ID and...more
On March 4, 2020, the SEC published an order providing conditional regulatory relief and assistance regarding filings under the Securities Exchange Act of 1934 (the “Exchange Act”) for issuers affected by COVID-19. This order...more
On March 24, 2020, the staff of the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets (together, the “Staff”) published Staff Statement Regarding Rule 302(b) of...more
Companies have been considering changes to annual meetings because of the concerns about the coronavirus and the disease that it causes known as COVID-19. The typical procedures regarding the presentation of shareholder...more
On March 13, 2020, the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) provided guidance regarding potential changes to the date, time, location, or format of upcoming annual meetings of...more
On March 4, 2020, the Securities and Exchange Commission (“SEC”) published Release No. 33-10763, “Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets” to...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 16, 2019, the Staff of the Division of Corporation Finance (“Staff”) of the Securities and Exchange Commission (“SEC”) published Staff Legal Bulletin No. 14K (“SLB No. 14K”) as part of its ongoing efforts to...more
On August 20, 2019, the Staff of the SEC’s Division of Corporation Finance published nine new Compliance and Disclosure Interpretations on the use of Inline XBRL. These new C&DIs provide guidance regarding compliance with the...more
On March 20, 2019, the Securities and Exchange Commission (the “Commission”) adopted rule amendments to modernize and simplify certain disclosure requirements in Regulation S-K and related rules and forms. These amendments...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 June 28, 2018, the Securities and Exchange Commission (the “SEC”) approved the adoption of amendments to expand the number of companies that meet the definition of “smaller reporting company” and require the use of Inline...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 April 4, 2018, the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) published two new Compliance and Disclosure Interpretations (“New C&DIs”) on the use of...more
On Friday, January 19, 2018, the Securities and Exchange Commission (“SEC”) announced that “should there be a federal government shutdown after January 19, the SEC will remain open for a limited number of days, fully staffed...more
On November 1, 2017, the Staff of the SEC’s Division of Corporation Finance released Staff Legal Bulletin No. 14I (“SLB 14I”), which provides new guidance on how the Staff will evaluate arguments for omission of a shareholder...more
On September 21, 2017, the Securities and Exchange Commission (the “SEC”) published interpretive guidance (the “SEC Guidance”) to assist public companies in their preparation of the pay ratio disclosure required by Section...more
On June 29, 2017, the Securities and Exchange Commission (SEC) announced that the Division of Corporation Finance will permit all companies to submit draft registration statements relating to initial public offerings (IPOs)...more
In March 2016, the Nasdaq Stock Market LLC (“Nasdaq”) proposed new rules regarding disclosure of third-party compensation of directors. This third-party compensation, which may not be publicly disclosed, arises when a party...more
7/26/2016
/ Activist ,
Board of Directors ,
Directors ,
Executive Compensation ,
Foreign Private Issuers ,
Nasdaq ,
Public Disclosure ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Third-Party ,
Transparency