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FASB to Revise Accounting for Tax Act

FASB received unsolicited input from banks and insurance companies and related trade groups on the accounting for what is referred to as the Tax Cuts and Jobs Act. Based on the input, FASB has tentatively decided to revise...more

Initial Tax Disclosures Regarding 162(m) in Proxy Statements

Many know that the Section 162(m) deduction limit for performance-based compensation has been repealed by the recent tax legislation together with implementation of other changes, effective for taxable years beginning after...more

New Tax Act Disclosures, Explanations and Examples

Disclosures regarding the new tax act, often referred to as the Tax Cuts and Jobs Act or TCJA, continue to be prominent in SEC filings. Set forth blow is an explanation of the often obscure GAAP accounting driving many of the...more

Pay Ratio Disclosure Checklist

Calculating pay ratios for public companies can be a difficult and time-consuming project. While recent interpretative guidance from the Commission has provided additional flexibility in this process, public companies still...more

SEC Denies No Action Request Despite Board Analysis under SLB 14I

Apple sought to exclude a shareholder proposal regarding the establishment of a Human Rights Committee on the basis that it involved the company’s ordinary business operations under Rule 14a-8(i)(7)....more

SEC Guidance on Accounting for the Tax Cuts and Jobs Act and Form 8-K Obligations

As Christmas Eve approached with vacations and holiday shopping in full swing, President Trump signed the Tax Cut and Jobs Act and the SEC promptly issued guidance to public companies on related accounting matters. Perhaps...more

SEC Charges CEO/Director with Sarb-Ox Loan Violations for Unreimbursed Advances that Were Outstanding for 5 to 36 Days and...

According to the SEC in an order settling an enforcement action, Alan Shortall was CEO and Chairman of Unilife Corporation, a Nasdaq listed issuer. According to the SEC, Shortall arranged for Unilife to make personal payments...more

New Tax Bill Unleashes Flood of SEC Disclosures

The new tax bill awaiting President Trump’s signature has unleashed a flood of disclosures in SEC filings. The new bill was unartfully renamed “To provide for reconciliation to titles II and V of the concurrent resolution on...more

Stinson Advises Two Harbors in $295 Million Public Offering of Series C Preferred Stock

Stinson Leonard Street served as lead counsel to Two Harbors Investment Corp. (NYSE:TWO) in its $295 million public offering of 11,800,000 shares of its 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred...more

Issuers Seek to Exclude Images from Shareholder Proposals Under SLB 14I

Among other things, SEC Staff Legal Bulleting No. 14I provides guidance on excluding images from shareholder proposals. SLB14I provides the Division of Corporation Finance’s view that, consistent with recent no-action letter...more

Director Discretionary Compensation Subject to Entire Fairness Standard According to Delaware Supreme Court

In a recent decision by the Delaware Supreme Court in In re Investors Bancorp Stockholders Litigation, the court found that director equity grants based on director discretion are subject to an entire fairness standard of...more

ISS Updates FAQs for 2018 Proxy Season

SS has published updates of the following documents: - U.S. Equity Compensation Plans – Frequently Asked Questions...more

Delaware Supreme Court Reverses Dell Appraisal Decision

The Delaware Supreme Court has reversed the Court of Chancery’s appraisal decision in Dell, Inc. v. Magnestar Global Event Driven Master Fund Ltd. et al. The Chancery Court had found that fair value was 28% above the deal...more

Director Discretionary Compensation Awards Tested by Entire Fairness Standard According to Delaware Supreme Court

The Delaware Supreme Court found in In re Investors Bancorp Stockholders Litigation that director equity grants based on director discretion are subject to an entire fairness standard of review. ...more

NYSE Proposes to Modify Rules Regarding Delivery of Proxy Materials to Exchange

The NYSE has filed a proposed rule with the SEC to amend the NYSE Listed Company Manual to modify requirements with respect to delivery of proxy materials to the NYSE. ...more

SEC Brings Enforcement Action for Inadequately Documented Perks but Does Not Impose Penalty

The SEC charged a biopharmaceutical company with committing a series of accounting controls and disclosure violations, including the failure to properly report as compensation millions of dollars in perks provided to its...more

SEC Approves Changes to NYSE Rules for After-Hours News Releases

The SEC has approved the NYSE’s proposal to amend Section 202.06 of the Listed Company Manual to prohibit listed companies from issuing material news after the official closing time for the NYSE’s trading session until the...more

SEC Halts Initial Coin Offering; Chair Clayton Speaks

Munchee Inc., a California-based company selling digital tokens to investors to raise capital for its blockchain-based food review service halted its initial coin offering (ICO) after being contacted by the SEC. Munchee Inc....more

SEC Approves Revised NYSE Material News Release Rule

The SEC has approved the NYSE’s proposal to amend Section 202.06 of the Listed Company Manual to prohibit listed companies from issuing material news after the official closing time for the NYSE’s trading session until the...more

Critical Audit Matters (CAMs) and M&A

The SEC has approved the PCAOB’s standard regarding the communication of critical audit matters for public companies, referred to as CAMs, which will provide information in the audit report about matters arising from the...more

Apple Seeks to Exclude Shareholder Proposal Based on Board Process in SLB 14I

In the closely watch area of shareholder proposals, Apple is seeking to exclude a shareholder proposal regarding the establishment of a Human Rights Committee because it involves the company’s ordinary business operations...more

House Committee to Consider Repeal of Conflict Minerals and Mine Safety Disclosures

The House Financial Services Committee has announced it intends to meet to consider mark-ups of bills to repeal the conflicts minerals disclosures (H.R. 4248) and mine safety disclosures (H.R. 4289) on November 14, 2017....more

SEC Releases Pro-Issuer Guidance on Shareholder Proposals

The U.S. Securities and Exchange Commission staff’s release of Staff Legal Bulletin No. 14I ahead of the upcoming proxy season appears to reflect several issuer-friendly modifications to the staff’s processing of no-action...more

SEC Warns Celebrities on Endorsing Initial Coin Offerings

The SEC issued a warning to celebrities and others that endorse initial coin offerings and other investments. The SEC noted: Any celebrity or other individual who promotes a virtual token or coin that is a security must...more

SEC Staff Releases Pro-Issuer Guidance on Shareholder Proposals

The staff’s release of Staff Legal Bulletin No. 14I (“SLB 14I”) ahead of the upcoming proxy season, appears to reflect several issuer-friendly modifications to the staff’s processing of no-action letters seeking exclusion of...more

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