We previously blogged here about the proposed Securities and Exchange Commission (SEC) amendments to Rule 10b5-1 trading plans. As the amendments have now been unanimously adopted, below are some answers to frequently asked...more
Subscribers to our blog know that we monitor EDGAR for new SEC comment letters and enjoy bringing attention to the more interesting ones. In today’s blog post, we bring your attention to a recent SEC comment letter exchange...more
Rule 15c2-11 under the Securities Exchange Act of 1934 (Exchange Act) governs when dealers can publish quotations for securities. In September 2020, the U.S. Securities and Exchange Commission (SEC) amended the rule...more
As proxy preparation season approaches, the SEC’s new pay versus performance (PVP) disclosure rules will present new and unique challenges for many public companies...more
In March 2022, the Securities and Exchange Commission (SEC) proposed sweeping new rules to regulate the disclosures and liabilities associated special purpose acquisition companies (SPACs). The proposing release is available...more
Last week, the Securities and Exchange Commission (SEC) voted 3-2 to take the following actions:
Propose new amendments to Rule 14a-8, the shareholder proposal rule.
Adopt new amendments to the rules regarding proxy...more
On June 22, the Securities and Exchange Commission (SEC) released the latest edition of its Reg Flex Agenda, which is essentially the rulemaking calendar for the next year or so. Perhaps the most surprising takeaway is the...more
Along with equal prominence, probably one of the most often non-GAAP comments we see issued by the U.S. Securities and Exchange Commission (SEC) Staff involves its objection to adjustments that it believes substitute...more
On March 9, the Securities and Exchange Commission (SEC) proposed rules and amendments to enhance and standardize public companies’ disclosures regarding cybersecurity risk management, strategy, governance, and incident...more
Late last year, the Securities and Exchange Commission (SEC) approved amendments to the federal proxy rules to, among other things, mandate the use of a universal proxy card in public solicitations involving director election...more
The rules of the New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) require that a majority of a listed company’s board of directors (board) must be comprised of “independent directors” and that vital board...more
On December 15, the Securities and Exchange Commission (SEC) proposed enhanced disclosure requirements and amendments to the rules regarding issuer share repurchases and Rule 10b5-1 plans. The proposals related to Rule 10b5-1...more
As you have inevitably read about, in September 2021, the Biden administration instructed the Department of Labor’s Occupational Safety and Health Administration (OSHA) to write a rule that would generally require employers...more
11/9/2021
/ Biden Administration ,
Business Interruption ,
Coronavirus/COVID-19 ,
Disclosure ,
Employees ,
Employer Mandates ,
Federal Contractors ,
Federal Employees ,
OSHA ,
Publicly-Traded Companies ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Subcontractors ,
Vaccinations ,
Virus Testing
As we’ve previously blogged, in November 2020, the Securities Exchange Commission (SEC) adopted amendments to the Regulation S-K items related to Management’s Discussion and Analysis (MD&A) as well as certain selected...more
10/8/2021
/ Amended Rules ,
Disclosure Requirements ,
Filing Deadlines ,
Financial Statements ,
MD&A Statements ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
It is probably safe to say that most public companies have experienced the difficult situation of needing to issue preliminary financial results after the quarter ends but before the customary date that financial results...more
Late last year, the Securities and Exchange Commission (SEC) adopted amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make according to...more
It should come as no surprise to readers of our blog that public companies often expend significant resources each year on managing litigation matters. As a result, perhaps it is natural that some companies might want to...more
The market has seen a boom in the last two years for emerging companies going public through the use of special-purpose acquisition companies (SPACs). SPACs are attractive vehicles for allowing a private company to gain...more
5/4/2021
/ Disclosure ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Insider Trading ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Transactions ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Sponsors
Following the Securities and Exchange Commission’s (SEC) issuance of interpretive guidance regarding the disclosure of key performance indicators and metrics (KPIs) early last year, we’ve been tracking SEC comments in this...more
Following up on our prior blog post regarding 2020 first quarter COVID-19 adjustments in connection with the presentation of non-GAAP financial measures, we surveyed 102 S&P 500 companies who presented Adjusted EBITDA in...more
You have undoubtedly read about the continuing popularity of special purpose acquisition companies (SPACs). According to SPACInsider, year-to-date there have been 242 SPAC IPOs, with an average IPO size of $334.9 million....more
On November 19, the Securities and Exchange Commission (SEC) continued its brisk pace of end-of-year rulemaking by approving amendments to Items 301, 302 and 303 of Regulation S-K, which collectively govern the disclosures of...more
12/9/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Form 10-K ,
Item 303 ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On November 2, the Securities and Exchange Commission (SEC) approved amendments, originally proposed in the SEC’s June 2019 concept release and March 2020 proposing release, to its “patchwork” exempt offering framework. The...more
12/8/2020
/ Amended Regulation ,
Capital Raising ,
Crowdfunding ,
Integration ,
Offerings ,
Publicly-Traded Companies ,
Reg A+ ,
Rule 152 ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
Over the past eight months of this pandemic, we have all seen the rise of e-commerce as a vital necessity for most companies. For many companies, e-commerce has significantly outperformed their existing sales channels and...more
As we have previously discussed, on August 26, the Securities and Exchange Commission (SEC) voted to adopt amendments to modernize the description of business (Item 101), legal proceedings (Item 103), and risk factor (Item...more