The SEC has issued a series of frequently asked questions, which in SEC speak are referred to as Compliance and Disclosures Interpretations (or C&DIs for short), on proxy statements and proxy solicitations. ...more
The SEC’s recent proposed guidance for investment advisers has implications for private equity sponsors. Perhaps the most important part of the guidance for private equity sponsors is that related to the duty of loyalty...more
The SEC has proposed two rules and an interpretation to address retail investor confusion about the relationships that they have with investment professionals and the harm that may result from that confusion....more
4/19/2018
/ Administrative Interpretation ,
Best Interest Standard ,
Broker-Dealer ,
Conflicts of Interest ,
Disclosure Requirements ,
Financial Services Industry ,
Investment Adviser ,
Investment Management ,
Investment Products ,
Proposed Rules ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Standard of Conduct
The SEC previously noted in a Compliance and Disclosure Interpretation that financial measures included in forecasts provided to a financial advisor and used in connection with a business combination transaction are not...more
Subject to its limits, Rule 701 permits non-reporting companies to grant employees equity without registration under the Securities Act of 1933. ...more
3/19/2018
/ Civil Monetary Penalty ,
Credit Karma ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Services Industry ,
FinTech ,
Regulatory Oversight ,
Regulatory Standards ,
Rule 701 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Stock Options
In February 2018 the SEC outlined its views with respect to cybersecurity disclosure requirements under the federal securities laws as they apply to public reporting companies. Set forth below is a checklist of items included...more
3/6/2018
/ Cyber Attacks ,
Cyber Crimes ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Data Security ,
Disclosure Requirements ,
Financial Statements ,
Hackers ,
Insider Trading ,
Investment Adviser ,
MD&A Statements ,
New Guidance ,
Personally Identifiable Information ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC)
Ford and Alphabet have received SEC comments on their initial disclosures under FASB’s new revenue recognition standard. Both required more than one round to clear....more
3/1/2018
/ Accounting Standards ,
Alphabet Company ,
Automotive Industry ,
Disclosure Requirements ,
FASB ,
Ford Motor ,
Revenue Recognition Standard ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Technology Sector ,
Transaction Reporting
The Delaware Supreme Court found the failure to disclose the Chairman of the Board’s dissent to a tender offer in a Schedule 14D-9 to be material in Appel v. Berkman. ...more
Public companies with fiscal quarters ended December 31, 2017, but not fiscal year ends, are beginning to make disclosures showing the effects of the Tax Cuts and Jobs Act in recently filed Form 10-Qs in accordance with SAB...more
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
1/2/2018
/ Compensation & Benefits ,
Corporate Taxes ,
Disclosure Requirements ,
Executive Compensation ,
Financial Statements ,
Form 8-K ,
Fringe Benefits ,
GAAP ,
Income Taxes ,
MD&A Statements ,
Net Operating Losses ,
New Legislation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Planning ,
Tax Rates ,
Tax Reform ,
Trump Administration
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
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
12/22/2017
/ Disclosure Requirements ,
FedEx ,
Form 10-Q ,
Form 8-K ,
Income Taxes ,
Legislative Agendas ,
Pending Legislation ,
Publicly-Traded Companies ,
Tax Deferral ,
Tax Rates ,
Tax Reform ,
Trump Administration
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
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
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
11/2/2017
/ Advertising ,
Celebrity Endorsements ,
Digital Currency ,
Disclosure Requirements ,
Entertainment Industry ,
Financial Markets ,
Initial Coin Offering (ICOs) ,
Marketing ,
Securities and Exchange Commission (SEC) ,
Token Sales ,
Unregistered Securities ,
Virtual Currency
Cboe Global Markets, Inc. (f/k/a CBOE Holdings, Inc.) recently received comments on its Form 10-Q related to FASB’s new revenue recognition standard. ...more
ISS has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season. ...more
10/27/2017
/ Comment Period ,
Corporate Governance ,
Director Compensation ,
Disclosure Requirements ,
Executive Compensation ,
Institutional Shareholder Services (ISS) ,
Non-Employees ,
Pay Gap ,
Poison Pill ,
Proxy Season ,
Proxy Voting Guidelines ,
Shareholder Proposals
The SEC has proposed amendments to Regulation S-K and related rules and forms. The proposed amendments are based on SEC staff recommendations in a report that was required by Section 72003 of the Fixing America’s Surface...more
In a settled enforcement action, the SEC assessed a civil money penalty against a director of Medient Studios, Inc. for two missed Section 16 filings. But there was really only one transaction that was missed. One was a...more
The SEC has proposed amendments to Regulation S-K and related rules and forms. The proposed amendments are based on SEC staff recommendations in a report that was required by Section 72003 of the Fixing America’s Surface...more
Pursuant to Executive Order 13772, the Treasury Department has issued a report that identifies laws, treaties, regulations, guidance, reporting and record keeping requirements, and other government policies that promote or...more
10/9/2017
/ Accredited Investors ,
Capital Formation ,
Capital Markets ,
Coal Mines ,
Conflict Mineral Rules ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Orders ,
FASB ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Regulatory Reform ,
Finders ,
GAAP ,
Investment Company Act of 1940 ,
Pay Ratio ,
Qualified Institutional Buyers ,
Regulation A ,
Reporting Requirements ,
Resource Extraction ,
Rule 506 Offerings ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Threshold Requirements ,
Tier 2 Offerings ,
Trump Administration
The Delaware Court of Chancery decision in Kandell v. Niv is based on highly unusual facts but aids in the understanding of some basic elements of the fiduciary duties of directors under Delaware law. In that case FXCM,...more
Two pieces of guidance emerged from the Securities and Exchange Commission on September 21, 2017, with respect to the pay ratio rule. The guidance was issued by the Commission and the Commission's Division of Corporation...more
ISS released the results of its annual global benchmark voting policy survey.
ISS received 602 total responses to this year’s survey, of which 129 were from institutional investors and their organizations, representing an...more
Some people don’t believe in blazing trails and adopting public reporting standards before you have to. They think you’re sticking your neck out, and will become a Guinea pig for SEC comments or fodder for plaintiff’s lawyers...more