As anticipated, the staff in the SEC's Division of Corporation Finance has begun issuing detailed comments regarding climate-related disclosures.1 In February 2021, then Acting SEC Chair Allison Herren Lee announced that she...more
On August 19, 2021, the New York Stock Exchange (NYSE) filed an immediately effective rule change (Rule Proposal) restoring a transaction value and materiality threshold for related party transactions that require independent...more
8/26/2021
/ Audit Committee ,
Board of Directors ,
Disclosure Requirements ,
Independent Directors ,
Listed Company Manual ,
Listing Standards ,
NYSE ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On August 6, 2021, the Securities and Exchange Commission (SEC) approved1 the Nasdaq Stock Market’s (Nasdaq) proposal to amend its listing standards to encourage greater board diversity and to require board diversity...more
In prepared remarks on June 23, 2021, Chair Gary Gensler of the Securities and Exchange Commission (SEC) provided additional insight into the commission’s recently announced regulatory agenda and its shift in priorities. His...more
7/7/2021
/ Climate Change ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Financial Regulatory Reform ,
Form S-8 ,
Proxy Season ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rule 701 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
On May 19, 2021, the Securities and Exchange Commission (SEC) approved Nasdaq’s proposal to permit companies to issue shares and raise capital in primary direct listings conducted on the Nasdaq Global Select Market without...more
As a reminder, conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 1, 2021.
The conflict minerals disclosure rules and related guidance...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards and...more
On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) approved a proposal by the New York Stock Exchange (NYSE) that allows companies going public via a direct listing to issue new shares and raise capital...more
On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) proposed to amend Rule 144 to revise the holding period determination for securities acquired upon conversion or exchange of certain “market adjustable...more
In preparation for 2021, reporting companies should be aware of the SEC filing deadlines and financial statement "staleness" dates that will apply to them, as well as recent regulatory reforms that may affect the preparation...more
On December 1, 2020, the Nasdaq Stock Market filed a proposal with the Securities and Exchange Commission (SEC) to amend its listing standards to encourage greater board diversity and enhanced diversity disclosures for...more
On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act (Act). The Act is identical to the bill the U.S. Senate passed in May 2020. Most significantly, the Act requires...more
12/9/2020
/ Annual Reports ,
Audit Reports ,
Audits ,
China ,
Financial Statements ,
Foreign Corporations ,
Foreign Jurisdictions ,
Form 10-K ,
Form 20-F ,
Hong Kong ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On November 19, 2020, the Securities and Exchange Commission (SEC) adopted amendments to certain financial disclosure requirements of Regulation S-K, including those applicable to the Management’s Discussion and Analysis of...more
On November 17, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Rule 302(b) of Regulation S-T (Rule 302(b)), which permits registrants and others to use electronic signatures in documents...more
The Securities and Exchange Commission (SEC) recently adopted final rules that significantly revise the exempt offering framework, expanding access to capital markets for both issuers and investors. Key changes include the...more
11/16/2020
/ Crowdfunding ,
Exemptions ,
Final Rules ,
General Solicitation ,
Registration Requirement ,
Regulation A ,
Rule 152 ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Testing-the-Waters Communications
U.S. Securities and Exchange Commission (SEC) rules require reporting companies to file material agreements as exhibits to periodic reports, registration statements and certain other disclosure documents. Often times those...more
On August 26, 2020, the Securities and Exchange Commission (SEC) approved a proposal from the New York Stock Exchange (NYSE) that would allow companies going public via a direct listing to issue and sell new shares on their...more
On August 26, 2020, the Securities and Exchange Commission (SEC) voted 3-2 to modernize Regulation S-K rules requiring business description, legal proceedings and risk factor disclosures. The amendments are intended to update...more
On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to expand the definition of “accredited investor” in Rule 215 and Rule 501(a) of Regulation D promulgated under the Securities Act of 1933,...more
8/31/2020
/ Accredited Investors ,
Amended Rules ,
Family Businesses ,
Investment Advisers Act of 1940 ,
Investment Opportunities ,
Limited Liability Company (LLC) ,
Private Offerings ,
Qualified Institutional Buyers ,
Regulation D ,
Rule 144A ,
Rule 501(a) ,
Rule 506 Offerings ,
Rural Business Investment Companies (RBICs) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
On July 10, 2020, the Securities and Exchange Commission (SEC) voted 3-1 to approve proposed rules that, among other things, would raise the Form 13F reporting threshold for institutional investment managers (managers) from...more
On June 23, 2020, the Division of Corporation Finance (the Division) of the U.S. Securities and Exchange Commission (SEC) issued CF Disclosure Guidance: Topic No. 9A (Guidance) on disclosures focusing on the impact of...more
On May 21, 2020, the Securities and Exchange Commission (SEC) adopted extensive changes to the financial disclosure requirements for business acquisitions and dispositions. The amendments are intended to reduce the complexity...more
5/29/2020
/ Acquisitions ,
Amended Rules ,
Disclosure Requirements ,
Dispositions ,
Financial Reporting ,
GAAP ,
IFRS ,
Income Test ,
Investment Test ,
Management Adjustments ,
Popular ,
Pro Forma Financial Information ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Tax-Free Spin-Offs
As a reminder, conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 1, 2020. This remains true despite the impact of COVID-19, given that...more
As public companies approach an unprecedented earnings season due to the COVID-19 outbreak, U.S. Securities and Exchange Commission (SEC) Chairman Jay Clayton and Division of Corporation Finance Director William Hinman issued...more
On April 6, 2020, the New York Stock Exchange (NYSE) filed an immediately effective rule change with the Securities and Exchange Commission (SEC) that waives the application of certain shareholder approval requirements...more