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
The Securities and Exchange Commission (SEC) has adopted a new rule that will allow all issuers to engage in test-the-waters communications regarding a contemplated registered securities offering with qualified institutional...more
On August 21, 2019, the Securities and Exchange Commission (the SEC) published two guidance releases regarding the proxy voting process. The first release is guidance to assist investment advisers (or fund managers) who...more
The staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) has published nine Compliance and Disclosure Interpretations (C&DIs) relating to the Inline XBRL rules adopted in June 2018 and...more
The Securities and Exchange Commission (SEC) has proposed a third group of amendments to its disclosure requirements. The proposals would generally simplify disclosure about a company’s business, emphasizing a principlesbased...more
The Securities and Exchange Commission (SEC) has announced a proposal to expand the current exemption for “testing-the-waters” communications — currently limited to emerging growth companies (EGCs) — to all companies,...more
On December 26, 2018, the Securities and Exchange Commission (SEC) settled enforcement proceedings against ADT Inc. involving certain ADT earnings releases that did not comply with SEC non-GAAP disclosure requirements....more
The Securities and Exchange Commission (SEC) has adopted final rules that will require companies to disclose any practices or policies regarding the ability of employees and directors to engage in certain hedging transactions...more
In November 2018, Institutional Shareholder Services (ISS) released updates to its 2019 U.S. voting policies, which will be effective for meetings on or after February 1, 2019, and a preliminary list of frequently asked...more
The New York Stock Exchange (NYSE) has filed an amendment that will change the threshold for exemptions from NYSE compensation committee requirements for smaller reporting companies (SRCs) under Section 303A.00 of the NYSE...more
The Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) has issued new guidance on the ability of companies to exclude shareholder proposals from their proxy statements under the “ordinary...more
The Securities and Exchange Commission (the Commission) has published a report of an investigation (the Report) into whether certain public companies that suffered financial losses as a result of cyber-related fraud violated...more
The Securities and Exchange Commission has approved the amended Nasdaq proposal to amend Rule 5635(d), which requires Nasdaq-listed companies to obtain shareholder approval before issuing common stock or securities...more
As described in our two earlier client alerts, SEC Adopts First Steps in Disclosure Simplification (September 12, 2018) and SEC Publishes Guidance on Form 10-Q and Disclosure Simplification (October 1, 2018), the Securities...more
Guidance on how the disclosure simplification amendments adopted on August 17, 2018, will affect upcoming Form 10-Q quarterly reports was published by the staff (Staff) of the Securities and Exchange Commission (SEC) Division...more
After several years and a number of studies and related actions, the Securities and Exchange Commission (SEC) has adopted a series of amendments to its rules and forms that deal with requirements that have become “redundant,...more
The Securities and Exchange Commission has amended its eXtensible Business Reporting Language (XBRL) rule to require operating companies to present XBRL financial statement information in “inline” format. Subject to a...more
The Securities and Exchange Commission (SEC) has adopted amendments that will increase the number of companies eligible to take advantage of the SEC’s reduced, or scaled, disclosure rules as a “smaller reporting company” or...more
The Securities and Exchange Commission has approved a New York Stock Exchange proposal to eliminate the requirement to send hard copies of proxy materials to the NYSE if the proxy materials are available on the SEC’s EDGAR...more
Nasdaq has proposed to amend Rule 5635(d), which generally requires shareholder approval before Nasdaq-listed companies issue common stock equal to 20% or more of outstanding shares or voting power in transactions (other than...more
On February 20, 2018, the Securities and Exchange Commission published Commission Statement and Guidance on Public Company Cybersecurity Disclosures (the “Release”), which states the Commission’s interpretive views on...more
On February 2, 2018, the Securities and Exchange Commission (SEC) approved amendments to the listing standards of the New York Stock Exchange (NYSE) that will permit companies to seek a direct listing of their common equity...more
The Public Company Accounting Oversight Board (PCAOB) recently published interpretive guidance on audit reporting standard AS 3101, The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an...more
On February 1, 2018, the amendments to the New York Stock Exchange Listed Company Manual adopted in August 2017 become effective. These amendments will require listed companies to notify the NYSE at least 10 minutes before a...more