The U.S. Securities and Exchange Commission approved amendments to Items 301, 302, and 303 of Regulation S-K in November 2020, as described in a previous Goodwin client alert, “SEC amends MD&A and Other Financial Disclosure...more
The amendments to the financial disclosure requirements for Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A,” Regulation S-K Item 303), Supplemental Financial Information (Item...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
The U.S. Securities and Exchange Commission has amended its rules governing the procedural requirements for submission and resubmission of shareholder proposals to be included in a company’s proxy statement under Rule 14a-8....more
10/26/2020
/ Amended Rules ,
Annual Meeting ,
Ownership Requirements ,
Proxy Season ,
Proxy Statements ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Approval ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders ,
Special Meetings
On September 30, 2020, California Governor Gavin Newsom signed Assembly Bill 979 (AB-979) into law, which will require every public company with securities listed on a major U.S. stock exchange and that has its principal...more
The amendments to the definitions of “accredited investor” and “qualified institutional buyer” approved by the Securities and Exchange Commission in late August 2020 have been published in the Federal Register. The amendments...more
The SEC approved amendments to Items 101, 103, and 105 of Regulation S-K in late August, as described in a recent client alert, “SEC Adopts Third Round of Disclosure Modernization.” The amendments were published in the...more
The SEC has approved an extension of the waiver of certain shareholder approval requirements for the issuance of equity securities by NYSE-listed companies under Section 312.03 of the NYSE Listed Company Manual. The original...more
The Securities and Exchange Commission (SEC) has adopted amendments to the definitions of “accredited investor” and “qualified institutional buyer” (QIB). The amendments will expand investor access to private capital markets...more
The Securities and Exchange Commission has adopted the third group of amendments to its disclosure requirements, originally proposed in August 2019 and discussed in an earlier Goodwin client alert. The amendments, which are...more
9/24/2020
/ Business Strategies ,
Corporate Governance ,
Disclosure Requirements ,
Financial Statements ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Human Capital ,
Item 101 ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-K ,
Risk Factors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
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
Further guidance on COVID-19 disclosure considerations has been issued by the Division of Corporation Finance (Division) of the U.S. Securities and Exchange Commission (SEC). The new guidance highlights the SEC’s focus on...more
The staff (“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) has published interpretive responses to four questions (“FAQs”) related to compliance with the SEC’s COVID-19 Order...more
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 staff ("Staff") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) has updated its guidance on the conduct of shareholder meetings in light of COVID-19 concerns (March 13, 2020),...more
On March 25, 2020, the Securities and Exchange Commission (SEC) announced that it has issued an order that extends the filing periods covered by its earlier order providing conditional relief for certain filing obligations...more
3/30/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form S-3 ,
Form S-8 ,
Non-GAAP Financial Measures ,
Non-Public Information ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
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
On March 13, 2020, the Securities and Exchange Commission (SEC) announced that the staff of the SEC’s Division of Corporation Finance and the Division of Investment Management (Staff) have published guidance to assist public...more
3/16/2020
/ Annual Meeting ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Division of Corporate Finance ,
Division of Investment Management ,
Infectious Diseases ,
Investment Companies ,
Proxy Materials ,
Public Health ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Proposals ,
Virtual Meetings
The Securities and Exchange Commission (SEC) recently published a press release that reminds public companies of several important disclosure obligations that they should consider in light of the potential impacts of...more
3/11/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form 10-K ,
Form 8-K ,
Form S-3 ,
Form S-8 ,
Information Statements ,
Insider Trading ,
Proxy Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Time Extensions
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)
The Securities and Exchange Commission (Commission) recently announced that it has issued guidance on key performance indicators and metrics in Management’s Discussion and Analysis (MD&A). Although the guidance in the...more
2/6/2020
/ Annual Reports ,
Corporate Executives ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
Form 10-K ,
MD&A Statements ,
New Guidance ,
Performance Standards ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
Institutional Shareholder Services (ISS) has published its annual updates to its proxy voting guidelines, which will be effective for annual meetings held on or after February 1, 2020. The ISS updates include matters related...more
The Securities and Exchange Commission (SEC) has approved proposed amendments to the definitions of “accredited investor” and “qualified institutional buyer” (QIB). If approved, the proposed amendments would expand investor...more
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