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
On December 19, 2019, the Staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance issued guidance outlining the Staff’s views about disclosure obligations that companies should consider with...more
On December 19, 2019, the Staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance issued guidance outlining the Staff’s views about disclosure obligations that companies should consider with...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 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 December 18, 2018, the SEC adopted amendments to its rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), which added new Section 14(j) to the...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 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
Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recently updated the guidelines they will use to inform their voting recommendations for the 2017 proxy season. The updates address...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
The SEC recently adopted rules implementing Title V and Title VI of the Jumpstart Our Business Startups Act (the “JOBS Act”) and Title LXXXV of the Fixing America’s Surface Transportation Act (the “FAST Act”). Title V and...more
6/2/2016
/ Accredited Investors ,
Corporate Issuers ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Private Issuers ,
JOBS Act ,
Registration ,
Reporting Requirements ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Threshold Requirements ,
Title V ,
Title VI
On December 11, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules required under Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). Section 1504 of the Act added...more
Just ahead of the 2016 proxy season, the Staff of the Division of Corporation Finance of the SEC released new guidance—Staff Legal Bulletin No. 14H (“SLB 14H”)—describing how the Staff will evaluate issuers’ arguments for...more
The SEC recently adopted rules implementing Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). Section 953(b) directs the SEC to expand current disclosure requirements to require...more
Nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was enacted in July 2010, the SEC approved proposed rules required under Section 954 of the Act. Section 954 of the Act added...more
8/10/2015
/ Clawbacks ,
Corporate Officers ,
Delisting ,
Dodd-Frank ,
Financial Restatements ,
Foreign Private Issuers ,
Incentive Compensation ,
Incentive Stock Options ,
Proposed Regulation ,
Regulation S-K ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was enacted in July 2010, the SEC narrowly approved proposed rules required under Section 953(a) of the Act. Section 953(a) of...more
On March 13, 2015, the U.S. Securities and Exchange Commission announced settlement proceedings against officers, directors, and major shareholders of several companies that were recently taken private for failing to update...more
4/1/2015
/ Board of Directors ,
CEOs ,
Directors ,
Disclosure Requirements ,
Insider Trading ,
Private Company Shares ,
Publicly-Traded Companies ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders
On February 9, 2015, the Securities and Exchange Commission (the “Commission”) proposed amendments to its rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”),...more
On January 16, 2015, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) announced that the Staff will express no views on no-action requests, arguing that shareholder proposals...more
Proxy research and advice entities Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recently updated the guidelines each service will use to inform their voting recommendations for...more
11/18/2014
/ Board of Directors ,
Bylaws ,
Corporate Governance ,
Employee Stock Purchase Plans ,
Equity Compensation ,
Executive Compensation ,
Glass Lewis ,
Greenhouse Gas Emissions ,
Independent Boards ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Shareholder Proposals ,
Shareholder Rights
On September 10, 2014, the U.S. Securities and Exchange Commission announced settlements with officers, directors, and significant shareholders for violating federal securities laws requiring information about their...more