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SEC Releases Proposed Amendments to Modify and Simplify Public Company Disclosure

The SEC has proposed many amendments to its disclosure requirements for public company reports and offering documents, based in large part on the SEC staff study contained in its FAST Act Report. Although largely technical,...more

NYSE Proposes Change in Material News Releases After Closing

The New York Stock Exchange has filed a proposal that will prohibit listed companies from issuing material news after the close of trading (generally 4:00 p.m. Eastern Time) until the earlier of the publication of the...more

Planning for the Approaching CEO Pay Ratio Disclosure Requirement

It appears likely that the CEO pay ratio disclosure rule adopted by the Securities and Exchange Commission in 2015 will require companies that are subject to the rule to begin including CEO pay ratio disclosure for 2017...more

NYSE Seeks to Delay Dividend Notification Change

The New York Stock Exchange (“NYSE”) is seeking to delay the implementation of its recently-adopted dividend notification requirements until no later than February 1, 2018....more

Revised NYSE Dividend Notification Requirements

The New York Stock Exchange has amended its Listed Company Manual to require listed companies to notify the NYSE at least 10 minutes before the company announces any dividend or stock distribution or the fixing of a record...more

Reminder: SEC Exhibit Hyperlink and HTML Format Rules Become Effective September 1

Beginning September 1, 2017, rules adopted in March 2017 by the Securities and Exchange Commission (SEC) will require companies to include active hyperlinks to exhibits in most reports filed with the SEC under the Securities...more

SEC Begins Accepting Nonpublic Draft IPO Registration Statements from All Filers

On July 10, 2017, the SEC will begin allowing all filers to voluntarily submit nonpublic, draft registration statements for initial public offerings and certain other registrations. This expands a popular provision of the...more

Proposed NYSE Amendments: Dividend Notices and non-IPO Listings

The NYSE has recently proposed two notable amendments to its rules. The first proposal would require listed companies to notify the NYSE at least 10 minutes before the company announces any dividend or stock distribution,...more

SEC Amends Forms and Rules for JOBS Act, Adopts Indexed EGC Definition

The SEC has adopted a number of amendments to its forms and rules to reflect changes that resulted from the JOBS Act. The amendments will affect all public companies, including EGCs, as follows: All Domestic Public...more

SEC Shortens Settlement Cycle to T+2

The Securities and Exchange Commission has adopted an amendment that will shorten the standard settlement cycle for most broker-dealer transactions from T+3 to T+2. Related amendments to rules of the New York Stock Exchange,...more

SEC Adopts Mandatory Exhibit Hyperlinks and HTML Format Rules

The Securities and Exchange Commission has adopted final rules that will require companies to include active hyperlinks to exhibits in most registration statements filed under the Securities Act of 1933 and most reports filed...more

New SEC No-Action Guidance on Proxy Access Bylaw Amendment Proposals

The SEC’s Division of Corporation Finance recently granted no-action relief to a company seeking to exclude shareholder-proposed amendments to the company’s proxy access bylaw provisions on the basis of substantial...more

ISS Corporate Governance and Compensation Voting Policies for 2017

ISS has announced its policy updates for 2017 shareholder meetings. Significant corporate governance policy changes include negative voting recommendations for companies that restrict shareholders’ ability to amend the...more

SEC Staff Reiterates No-Action Position on Proxy Access Amendment Proposals

The staff of the Division of Corporation Finance of the Securities and Exchange Commission has issued three additional responses to company no-action requests to exclude shareholder-proposed amendments to proxy access bylaw...more

Update on SEC Proxy Access No-Action Letters

Recent SEC responses to no-action requests involving shareholder proposals seeking initial adoption of a proxy access bylaw confirm that the SEC staff is continuing to evaluate company requests to exclude these proposals from...more

SEC Proposes Rules on Universal Proxy and Voting Options

The SEC has proposed amendments to its proxy rules that would require the use of universal proxy cards in contested director elections, and would change the rules governing disclosure of shareholder voting options and...more

Update: Another SEC Enforcement Action on Whistleblower Waivers and Releases

Summary - Earlier this month, the U.S. Securities and Exchange Commission (SEC) announced its second significant enforcement action against an employer based on confidentiality and release provisions that the SEC asserts...more

SEC Enforcement Expands Scope of Prohibited Provisions in Employment-Related Agreements

Summary - The U.S. Securities and Exchange Commission (SEC) announced its second significant enforcement action against an employer based on confidentiality and release provisions that the SEC asserts will discourage...more

Nasdaq Adopts “Golden Leash” Director Compensation Disclosure Requirement

The Nasdaq Stock Market LLC (Nasdaq) has adopted a new rule that will require each Nasdaq-listed company to publicly disclose compensation or other payments by third parties to any current director or nominee for director in...more

SEC Non-GAAP Guidance: Impact on Earnings Releases, SEC Reports and Other Disclosures

As discussed in our recent client alert “SEC Issues Important Non-GAAP Interpretations” (May 19, 2016), the SEC recently released a series of new C&DIs on the use of non-GAAP financial measures by reporting companies and new...more

SEC Issues Important Non-GAAP Interpretations

Background - In recent months, senior SEC officials have repeatedly cautioned public companies about the use of non-GAAP financial measures. These include statements by SEC Chair Mary Jo White, SEC Chief Accountant James...more

SEC Releases Additional No-Action Letters on “Substantial Implementation” of Shareholder Proxy Access Proposals

In the last year, the number of companies that have adopted proxy access bylaws provisions – and the number of proxy access proposals submitted by shareholders – has risen significantly. Competing proxy access provisions...more

SEC Adopts Rules Implementing Forward Incorporation in Form S-1 and Streamlined Financial Statement Requirements for Emerging...

As summarized in our recent client alert “FAST Act Brings Additional Benefits for Emerging Growth Companies and New Resale Exemption,” President Obama signed the Fixing America’s Surface Transportation Act ("FAST Act"),on...more

ISS Publishes Proxy Access FAQs

ISS has published two FAQs that supplement its 2016 Proxy Voting Guidelines Updates for the Americas that we summarized in our client alert ISS Policy Changes for the 2016 Proxy Season (December 8, 2015). The new FAQs provide...more

FAST Act Brings Additional Benefits for Emerging Growth Companies and New Resale Exemption

On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act, or FAST Act. The FAST Act includes several provisions intended to improve capital formation by smaller issuers and...more

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