On December 13, 2022, the staff of the Division of Corporation Finance (the “staff”) of the Securities and Exchange Commission (the “SEC”) published seven new or revised Compliance and Disclosure Interpretations (“C&DIs”)...more
On December 13, 2022, the staff of the Division of Corporation Finance (the “staff”) of the Securities and Exchange Commission (the “SEC”) published seven new or revised Compliance and Disclosure Interpretations (“C&DIs”)...more
12/20/2022
/ C&DIs ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
GAAP ,
New Guidance ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis (GL) have issued their policy updates for the upcoming 2023 proxy season. In general, ISS’s updates build incrementally on positions the firm has...more
12/7/2022
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Glass Lewis ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies
On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more
11/2/2022
/ Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
GAAP ,
Incentive Compensation ,
Publicly-Traded Companies ,
Regulation S-K ,
Sarbanes-Oxley ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The SEC and CFTC recently charged 11 large financial institutions and their affiliates for failing to collect, monitor, and preserve communications over WhatsApp and other messaging services. These settlements follow a...more
10/7/2022
/ Affiliates ,
CFTC ,
Civil Monetary Penalty ,
Enforcement Actions ,
Financial Institutions ,
Government Investigations ,
Instant Messaging Apps ,
Investment Adviser ,
Recordkeeping Requirements ,
Securities and Exchange Commission (SEC) ,
Settlement ,
Social Media ,
WhatsApp
Rule 10b5-1 trading plans have faced increased scrutiny since the onset of the COVID-19 pandemic and the corresponding public focus on stock sales by executives of public life sciences companies. On June 7, 2021, SEC Chairman...more
The U.S. Securities and Exchange Commission (“SEC”) has adopted amendments to several of the financial disclosure requirements in Regulation S-K. Continuing the SEC’s efforts to modernize and streamline its disclosure...more
Institutional Shareholder Services (“ISS”) published its proxy voting guidelines updates for 2021 (“Policy Updates”) on November 12, 2020. The changes that are likely to be of most interest to companies include new and...more
11/18/2020
/ Advance Notice ,
Annual Meeting ,
Board of Directors ,
Bylaws ,
Corporate Governance ,
Diversity ,
Environmental Social & Governance (ESG) ,
Exclusive Forum ,
Independent Director ,
Institutional Shareholder Services (ISS) ,
Poison Pill ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
S&P ,
Shareholder Proposals ,
Virtual Meetings
On July 22, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its proxy rules addressing proxy voting advice provided by proxy advisory firms, such as ISS and Glass Lewis. The amendments were originally...more
7/31/2020
/ Amended Rules ,
Anti-Fraud Provisions ,
Disclosure Requirements ,
Exemptions ,
Final Rules ,
Fund Managers ,
Institutional Shareholder Services (ISS) ,
Investment Adviser ,
Investors ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Solicitation
Recent statements by the Chair and the Directors of the Division of Corporation Finance and the Division of Enforcement of the U.S. Securities and Exchange Commission (SEC) highlight the challenges that companies face as they...more
The Securities and Exchange Commission (SEC) has adopted amendments to the definitions of accelerated filer and large accelerated filer to exclude companies that had annual revenues of less than $100 million in their most...more
In January 2020, two of the largest asset managers, State Street Global Advisors (SSGA) and BlackRock, emphasized that they will hold Boards of Directors accountable for not making significant progress on sustainability and...more
2/11/2020
/ BlackRock ,
Board of Directors ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investors ,
Popular ,
Publicly-Traded Companies ,
SASB ,
Shareholders ,
State Street ,
Task Force on Climate-related Financial Disclosures (TCFD)
On November 5, 2019, the Securities and Exchange Commission (the SEC) proposed amendments to the proxy rules to improve the accuracy and transparency of proxy voting advice. On the same day, the SEC also proposed amendments...more
The Securities and Exchange Commission (SEC) has adopted a new rule that will allow all issuers to engage in test-the-waters communications regarding a contemplated registered securities offering with qualified institutional...more
On August 21, 2019, the Securities and Exchange Commission (the SEC) published two guidance releases regarding the proxy voting process. The first release is guidance to assist investment advisers (or fund managers) who...more
The staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) has published nine Compliance and Disclosure Interpretations (C&DIs) relating to the Inline XBRL rules adopted in June 2018 and...more
The Securities and Exchange Commission (SEC) has announced a proposal to expand the current exemption for “testing-the-waters” communications — currently limited to emerging growth companies (EGCs) — to all companies,...more
In November 2018, Institutional Shareholder Services (ISS) released updates to its 2019 U.S. voting policies, which will be effective for meetings on or after February 1, 2019, and a preliminary list of frequently asked...more
The Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) has issued new guidance on the ability of companies to exclude shareholder proposals from their proxy statements under the “ordinary...more
After several years and a number of studies and related actions, the Securities and Exchange Commission (SEC) has adopted a series of amendments to its rules and forms that deal with requirements that have become “redundant,...more
The Securities and Exchange Commission (SEC) has adopted amendments that will increase the number of companies eligible to take advantage of the SEC’s reduced, or scaled, disclosure rules as a “smaller reporting company” or...more
On December 22, 2017, the Office of the Chief Accountant (the OCA) and the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission published guidance relating to financial accounting...more
On November 16, 2017, Institutional Shareholder Services (ISS) released the final changes to its 2018 U.S. voting policies, which will be effective for meetings on or after February 1, 2018. ISS’s final changes include all of...more
On October 26, 2017, Institutional Shareholder Services (ISS) released certain proposed changes to its 2018 U.S. voting policies for comment. The proposals relate to non-employee director compensation, poison pills and gender...more
Common equity-based compensation-related transactions, such as restricted stock grants, settlement of restricted stock units (RSUs), exchange of operating partnership units (OP units) and option exercises, may trigger filing...more