The U.S. Securities and Exchange Commission (the “SEC”) recently adopted amendments to the proxy rules to address proxy voting advice provided by proxy advisory firms such as Institutional Shareholder Services (“ISS”) and...more
As the COVID-19 pandemic and the measures taken to prevent the spread of the disease continue to affect public companies, the staff of the Office of Chief Accountant and the Division of Corporation Finance of the U.S....more
The U.S. Securities and Exchange Commission (the “SEC”) recently adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include certain credit enhancements. The amendments...more
5/29/2020
/ Affiliates ,
Amended Rules ,
Corporate Issuers ,
Credit Enhancements ,
Debt Securities ,
Disclosure Requirements ,
Financial Statements ,
Guarantors ,
Offerings ,
Parent Corporation ,
Pledges ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
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 March 12, 2020, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to the “accelerated filer” and “large accelerated filer” definitions. The SEC stated that these amendments were adopted “to more...more
In light of the public health and safety concerns raised by COVID-19, companies have been considering changes to their typical annual shareholder meeting procedures, including changes to the date, time, or location of the...more
The proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis have revisited aspects of their voting guidelines and policies given circumstances arising from the COVID-19 pandemic, and they have...more
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 the coronavirus (COVID-19) pandemic continues to rapidly unfold and create volatility in the market, companies are considering whether to opportunistically buy back their stock pursuant to existing or newly established...more
As the scale of the COVID-19 pandemic continues to expand, and government responses to and economic effects of the pandemic evolve, companies have had to grapple in real time with what, when, and how to communicate about 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
The novel coronavirus, and the disease that it causes, COVID-19, has serious implications for public and private companies’ interactions with financial regulators, investors, and the general public. The Securities and...more
As the coronavirus (COVID-19) outbreak continues to rapidly unfold and create uncertainty in the market, companies are considering whether to opportunistically buy back stock, or to otherwise take advantage of the current...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
The Securities and Exchange Commission (the “SEC”) has proposed amendments that are intended to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K.[1] The proposals would eliminate...more
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
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
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
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