As public companies prepare their Q3 releases and filings, some of the key issues they should consider include:
..MD&A – as we reported last quarter, the SEC Staff issued COVID-19 guidance in June calling for companies to...more
On September 23, 2020, a divided SEC adopted amendments to the Rule 14a-8 shareholder proposal rule by a 3-2 vote. The changes, among other things:
..increased the stock ownership requirement for eligibility to submit a...more
Includes recommendations for action by SEC and other financial regulators -
Last week, a subcommittee of the Commodity Futures Trading Commission issued a sweeping report addressing climate change risks, concluding that...more
The SEC staff amended CF Disclosure Guidance: Topic No. 7 on September 9, 2020 to address the options for companies with confidential treatment orders that are about to expire. The guidance explains that companies have three...more
In light of health and safety concerns related to the pandemic, the SEC staff recently announced the availability of a temporary secure file transfer process for the submission of supplemental materials pursuant to Rule 418...more
As the pandemic and racial unrest continue in 2020, companies should consider whether to update their D&O questionnaires to gather information in response to the growing pressure for voluntary diversity disclosures from...more
On August 26, 2020, pursuant to delegated authority by the Commission, the SEC’s Division of Trading and Markets approved changes to NYSE listing rules to allow companies to raise capital in connection with a direct listing...more
The SEC adopted amendments on August 26, 2020 by a 3-2 vote, to expand the definition of “accredited investor,” paving the way for certain financially sophisticated institutional and individual investors to participate in...more
On August 26, 2020, by a 3-2 party-line vote, the SEC adopted amendments to Regulation S-K that aim to modernize the descriptions of business and legal proceedings, and risk factor disclosure requirements. The amendments...more
Based on Q2 reporting to date, few companies opted to present non-GAAP financial measures using the new metric term “EBITDAC” (earnings before interest, tax, depreciation, amortization – and COVID-19). That is not surprising,...more
A well-known plaintiffs’ law firm recently filed derivative lawsuits against four prominent companies, alleging false proxy disclosures and breaches of fiduciary duties. The allegations focus on the absence of Black directors...more
On July 22, 2020, the SEC took action to address two aspects of the proxy voting process: (1) amending the proxy solicitation rules with respect to “proxy voting advice businesses” (PVABs or proxy advisory firms), such as ISS...more
This week marked the 10th anniversary of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which was signed into law on July 21, 2020. At various virtual events celebrating the milestone, including a webinar...more
On Friday, July 10, the SEC proposed amendments to Form 13F to substantially increase the reporting threshold to $3.5 billion from the current level of $100 million and make certain other changes. This would be the first...more
On June 30, 2020, Jay Clayton, SEC chair, and Bill Hinman, Director of Corporation Finance, hosted an investor roundtable seeking input from investors on how to improve disclosures during this period of COVID-19. The...more
In light of health, transportation and logistical issues raised by COVID-19, the SEC staff recently extended previously announced relief for several types of submissions.
..Form 144 paper filings and certain forms (other...more
On June 23, 2019, both the Division of Corporation Finance and the Office of the Chief Accountant issued additional statements to public companies and their stakeholders about the importance of “high-quality” financial...more
The SBA and Treasury published the much anticipated PPP loan forgiveness application late last Friday evening. The application itself provides more guidance than contained in the existing FAQs and regulations relating to use...more
Because of the rapid shift from in-person to virtual annual meetings mandated by COVID-19 health and safety concerns, many companies held first-time virtual-only meetings, with both management and shareholders exploring the...more
The SEC Staff published FAQs addressing several questions relating to the SEC’s March 25th Order extending filing relief for public companies unable to meet a filing deadline because of circumstances related to COVID-19....more
As states slowly move to reopen their economies, many returning employees will be shocked by the radical changes in their workplaces. Collaborative spaces, ping pong tables and community break rooms, among other areas, will...more
As more companies prepare to file Form 10-Qs, they should give special attention to risk factors – particularly to consider whether new risks have emerged or hypothetical ones have become real. The Form calls for disclosure...more
As the COVID-19 pandemic disrupts life across the United States with lockdowns and stay-at-home orders in many states and cities, directors and officers wrestle with alternatives for holding annual stockholder meetings in a...more
Our world is changing on a daily – if not hourly – basis, as we deal with unprecedented challenges brought on by the COVID-19 pandemic. This Q&A provides public companies with U.S. securities laws and corporate governance...more
This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders.
In this edition, we review:
...SEC Changes Approach to Shareholder Proposal No-Action Requests
...SEC Issues...more
10/24/2019
/ Breach of Contract ,
Cease and Desist Orders ,
Clean Water Act ,
Contract Terms ,
Corporate Governance ,
Default ,
Enforcement Actions ,
Environmental Violations ,
Federal Loans ,
Food and Drug Administration (FDA) ,
Institutional Shareholder Services (ISS) ,
Interpretive Letters ,
Investment Adviser ,
Libor ,
Material Nonpublic Information ,
MD&A Statements ,
Misrepresentation ,
New Guidance ,
No-Action Requests ,
Pharmaceutical Industry ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Voting ,
Publicly-Traded Companies ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders