On December 1, 2020, the Nasdaq Stock Market filed a proposal with the Securities and Exchange Commission (SEC) to amend its listing standards to encourage greater board diversity and enhanced diversity disclosures for...more
On November 17, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Rule 302(b) of Regulation S-T (Rule 302(b)), which permits registrants and others to use electronic signatures in documents...more
U.S. Securities and Exchange Commission (SEC) rules require reporting companies to file material agreements as exhibits to periodic reports, registration statements and certain other disclosure documents. Often times those...more
On August 26, 2020, the Securities and Exchange Commission (SEC) voted 3-2 to modernize Regulation S-K rules requiring business description, legal proceedings and risk factor disclosures. The amendments are intended to update...more
On June 23, 2020, the Division of Corporation Finance (the Division) of the U.S. Securities and Exchange Commission (SEC) issued CF Disclosure Guidance: Topic No. 9A (Guidance) on disclosures focusing on the impact of...more
As a reminder, conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 1, 2020. This remains true despite the impact of COVID-19, given that...more
As public companies approach an unprecedented earnings season due to the COVID-19 outbreak, U.S. Securities and Exchange Commission (SEC) Chairman Jay Clayton and Division of Corporation Finance Director William Hinman issued...more
The current market environment and unprecedented volatility during the COVID-19 pandemic has created novel issues, and in some cases opportunities, for public companies and individuals regarding securities trading. The below...more
On March 25, 2020, the U.S. Securities and Exchange Commission (SEC) issued a modified order extending the time period during which public companies impacted by COVID-19 may delay by 45 days SEC filings that otherwise would...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards...more
3/4/2020
/ Annual Meeting ,
Disclosure Requirements ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
Form 10-K ,
Form 8-K ,
NYSE ,
Proxy Materials ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Proposals ,
Stock Exchange
The SEC issued documents on January 30, 2020, regarding management discussion and analysis (MD&A) and other disclosures.
...more
2/3/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Interpretive Rule ,
Investment Adviser ,
Investment Companies ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In December 2019, U.S. Securities and Exchange Commission (SEC) Chairman Jay Clayton, SEC Chief Accountant Sagar Teotia and Division of Corporation Finance Director William Hinman jointly issued a statement (Statement)...more
1/21/2020
/ Audit Committee ,
Auditor Independence ,
Critical Audit Matters (CAMs) ,
Financial Reporting ,
GAAP ,
ICFR ,
Internal Controls ,
Libor ,
Non-GAAP Financial Measures ,
Policy Statement ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Tone At The Top
In December 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published new "CF Disclosure Guidance: Topic No. 8" (Guidance) regarding disclosure obligations companies...more
1/17/2020
/ Corporate Finance ,
Disclosure Requirements ,
Division of Corporate Finance ,
Foreign Ownership ,
Intellectual Property Protection ,
International Relations ,
IP License ,
New Guidance ,
Proprietary Information ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Risk Assessment ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Technology ,
Trade Secrets ,
Trademarks
In December 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission issued new "CF Disclosure Guidance: Topic No. 7" (Guidance) regarding confidential treatment requests pursuant to...more
1/17/2020
/ Confidential Information ,
Corporate Finance ,
Disclosure Requirements ,
Division of Corporate Finance ,
Exemptions ,
FOIA ,
New Guidance ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Oversight ,
Rule 24b-2 ,
Rule 406 ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
Companies have important decisions to make as they prepare for the 2020 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which we...more
12/3/2019
/ Annual Meeting ,
Annual Reports ,
Audits ,
Board of Directors ,
Corporate Counsel ,
Director Compensation ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
Glass Lewis ,
Hedging ,
Insider Trading ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Reporting Requirements ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On September 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) published a statement regarding no-action requests to exclude shareholder proposals under Exchange Act Rule...more
On August 8, 2019, the Securities and Exchange Commission (SEC) announced proposed amendments to modernize the rules requiring description of business, legal proceeding and risk factor disclosures pursuant to Regulation S-K....more
As a reminder, conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than May 31, 2019. There have not been any notable regulatory updates related to the...more
Rules requiring material agreements to be filed as exhibits to reports and registration statements with the Securities and Exchange Commission (SEC) were amended to permit the redaction of immaterial and commercially...more
5/20/2019
/ Amended Rules ,
Corporate Counsel ,
Exhibit Issues ,
Extensions ,
FOIA ,
Guide ,
Publicly-Traded Companies ,
Redacted Documents ,
Rule 24b-2 ,
Rule 406 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Sensitive Business Information
On March 20, 2019, the Securities and Exchange Commission (SEC) approved an amendment to the New York Stock Exchange (NYSE) requirement that listed companies obtain shareholder approval for certain share issuances. The...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related SEC staff guidance, as well as stock exchange listing...more
3/8/2019
/ Annual Meeting ,
Annual Reports ,
Board of Directors ,
Diversity ,
EDGAR ,
Filing Requirements ,
Form 10-K ,
Form 8-K ,
Hedging ,
Listing Rules ,
Listing Standards ,
NYSE ,
Proxy Materials ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Say on Frequency Votes ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Smaller Reporting Companies
On February 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission published new interpretive guidance regarding board diversity disclosures, which should be considered when preparing...more
2/13/2019
/ Board of Directors ,
Compliance ,
Director Nominations ,
Disclosure Requirements ,
Diversity ,
Division of Corporate Finance ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Qualification Standards ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Woman Board Members
California has become the first state in the nation to require that publicly held corporations headquartered within the state include female directors on their boards. The new law, signed by Gov. Jerry Brown on September 30,...more
10/1/2018
/ Board of Directors ,
Corporate Counsel ,
Diversity ,
Equal Protection ,
Fines ,
Form 10-K ,
Governor Brown ,
Heightened Scrutiny ,
New Legislation ,
Personal Jurisdiction ,
Publicly-Traded Companies ,
Secretary of State ,
Securities and Exchange Commission (SEC) ,
State Legislatures ,
Woman Board Members ,
Women's Rights
The SEC recently adopted amendments to disclosure requirements applicable to various registration statements and periodic reports, including minor changes to applicable form cover pages.
...more
On August 17, 2018, the Securities and Exchange Commission (SEC) amended certain disclosure requirements that have become duplicative or outdated. The amendments, which reflect the SEC’s efforts to implement the Fixing...more