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SEC Approves New Nasdaq Rules Covering Board Diversity Disclosures

On Friday, August 6, 2021, the U.S. Securities and Exchange Commission (SEC) issued an order (the “Order”) approving certain rule changes proposed by The Nasdaq Stock Market LLC (“Nasdaq”), which will require companies listed...more

Market Update: More From the SEC/others on 10b5-1 Plans

As noted in our blogpost last week, Gary Gensler, Chair of the U.S. Securities Exchange Commission, has asked the Commission staff to consider updates to Rule 10b5-1 in an effort to “address cracks” in the current insider...more

SEC Continues to Scrutinize Rule 10b5-1 Plans

Gary Gensler, Chair of the U.S. Securities and Exchange Commission (SEC), has asked the Commission staff to consider updates to Rule 10b5-1 in an effort to “address cracks” in the current insider trading regime and otherwise...more

Top 10 Topics for Directors in 2021

Welcome to Top 10 Topics in 2021: A Brave New World - The world has changed a lot since our 2020 report. A global pandemic; an ongoing reckoning on race, inequality and social justice; a climate crisis; an economic shock;...more

Nasdaq Proposes New Board Diversity Rules: What This Means for You

Nasdaq has proposed board diversity rules which would require companies to have, or explain why they do not have, at least two diverse directors on their boards and also provide statistical information on board...more

SEC Votes to Adopt Rule Amendments in Order to Facilitate Electronic Submission of Documents

On November 17, 2020, the Securities and Exchange Commission (SEC) voted to adopt amendments to Regulation S-T and the Electronic Data Gathering, Analysis and Retrieval system (EDGAR) Filer Manual (EDGAR Filer Manual) to...more

SEC Approves Changes to Eligibility Requirements for Submitting Shareholder Proposals

The Securities and Exchange Commission (SEC) in a 3-2 vote on Wednesday, September 23, 2020, adopted amendments to the eligibility requirements for submitting shareholder proposals to be included in a public company issuer’s...more

SEC Revises Accredited Investor Standard

- Amendments to the "accredited investor" definition expand the categories of persons eligible to participate in private placements under Regulation D to include (i) individuals with certain professional licenses (Series 7,...more

What Audit Committees Can Do to Prevent Accounting Fraud in Uncertain Times

- The COVID-19 crisis creates heightened risk of improper financial reporting. - Audit committees can and should take steps to help prevent such frauds. - Audit Committees should maintain the appropriate tone at the...more

Top 10 Topics for Directors in 2020: Executive Summary

Election and Impeachment - The presidential race will garner much of the attention during the 2020 election cycle, but there is fierce competition elsewhere, too. Republicans and Democrats are fighting for both U.S. House...more

SEC Proposes Amendments to Procedures and Ownership and Resubmission Thresholds for Shareholder Proposals Under Rule 14a-8

On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to Securities Exchange Act Rule 14a-8, which requires a public company to include shareholder proposals in the company’s own proxy...more

SEC Proposes Amendments to Rules Governing Proxy Advisors and Proxy Voting Advice

On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to its rules governing proxy solicitations. If adopted in their current form, these proposals could significantly affect interactions...more

SEC Adopts New Rule 163B to Permit “Test-the-Waters” Communications for All Issuers

On September 25, 2019, the Securities and Exchange Commission (SEC) adopted new Rule 163B under the Securities Act of 1933 (Securities Act) to allow all issuers to engage in “test-the-waters” communications in connection with...more

Corp Fin Publishes New C&DIs Clarifying Inline XBRL Rules

On August 20, 2019, the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) published new Compliance and Disclosure Interpretations (C&DIs) regarding the Inline XBRL rules. eXtensible...more

Review Smaller Reporting Company Status in Light of New “Smaller Reporting Company” Definition and Updated SEC Staff C&DIs

As public companies prepare to file their annual reports on Form 10-K for the year ended December 31, 2018, they should consider whether they qualify for smaller reporting company (“SRC”) status under the recently amended...more

Diversity Disclosure Requirements: SEC Staff Issues New C&DIs Clarifying Regulation S-K Requirements

Last week, the Staff of the Division of Corporation Finance (the SEC Staff) of the Securities and Exchange Commission (SEC) released new compliance and disclosure interpretations (116.11 and 133.13) (the New C&DIs), which...more

SEC Staff Publishes C&DI Clarifying Effectiveness of Recently Issued Disclosure Simplification Rules

On September 25, 2018, the staff of the Division of Corporation Finance (the SEC Staff) of the Securities and Exchange Commission (SEC) released Compliance and Disclosure Interpretation 105.09 (C&DI 105.09), which clarifies...more

SEC Adopts T+2 Settlement Cycle for Securities Transactions

On March 22, 2017, the Securities and Exchange Commission (SEC) adopted an amendment to Rule 15c6-1(a) under the Securities Exchange Act of 1934 (“Exchange Act”) to shorten the standard settlement cycle for most broker-dealer...more

SEC Calls for Comments on Conflict Minerals Rule Implementation and Guidance

On January 31, 2017, Acting Chairman of the Securities and Exchange Commission (SEC), Michael S. Piwowar, issued two statements calling for comments on the SEC’s enforcement of the conflict minerals reporting requirements of...more

Top 10 Topics for Directors in 2017

Here is our annual list of hot topics for the boardroom in the coming year: Corporate strategy: Oversee the development of the corporate strategy in an increasingly uncertain and volatile world economy with new and more...more

SEC Staff Issues New C&DI on Integration Analysis of Successive Offerings Made Under Different Provisions of Regulation D

On November 17, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued new guidance, in the form of Compliance and Disclosure Interpretation (C&DI) Question 256.34,...more

SEC Staff Issues Guidance Regarding Requirement to Submit Annual Reports to SEC Under Exchange Act Rules 14a-3(c) and 14c-3(b),...

On November 2, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued guidance regarding the submission of annual reports by registrants to the SEC under Exchange...more

SEC Staff Issues C&DI on Form S-3 Transaction Requirements

On November 2, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued new guidance in the form of Compliance and Disclosure Interpretation Question 116.25 (C&DI...more

SEC Staff Releases New C&DIs on CEO Pay Ratio Disclosure

On October 18, 2016, the Staff of the Division of Corporation Finance (Division) of the Securities and Exchange Commission (SEC) released new Compliance & Disclosure Interpretations (C&DIs) for the controversial pay ratio...more

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