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SEC Issues Proposed Rules on Disclosure of Cybersecurity Incidents

The SEC has issued proposed rules on disclosure of cybersecurity incidents.  Specifically, the SEC is proposing to: Amend Form 8-K to add Item 1.05 to require registrants to disclose information about a cybersecurity...more

SEC Proposes to Shorten Settlement Cycle to T+1

The SEC has issued a rule proposal to reduce risks in the clearance and settlement of securities. Specifically, the proposed changes would...more

SEC Proposes to Amend Filing Deadlines for Schedule 13D and 13G

The SEC has proposed comprehensive changes to Regulation 13D-G and Regulation S-T to modernize the beneficial ownership reporting requirements and improve their operation and efficacy....more

SEC Proposes Amendments to Form PF

The SEC has proposed amendments to Form PF, the confidential reporting form for certain SEC-registered investment advisers to private funds, to...more

The SEC Doesn’t Want Paper Courtesy Copies

Many persons and entities mail or otherwise provide to the SEC Divisions of Corporation Finance and Investment Management paper “courtesy copies” of materials that are filed or submitted via EDGAR, email, online form or other...more

SEC Charges Company for Failing to Evaluate and Disclose Board Member’s Lack of Independence

The SEC announced settled charges against formerly publicly-traded Leaf Group Ltd. for failing to adequately evaluate and disclose in its annual proxy statement the lack of independence of a director and a board committee as...more

ISS Launches New Portal for Proxy Research Data Verification

ISS has announced the planned January 10 launch of a new data verification (DV) portal for U.S. corporations ahead of the 2022 annual meeting season. According to ISS, the launch represents a major expansion of ISS’ current...more

SEC Proposes to Revise Share Repurchase Disclosures

The SEC has proposed amendments to disclosure requirements regarding repurchases of an issuer’s equity securities that are registered under Section 12 of the Securities Exchange Act of 1934. ...more

SEC Proposes Amendments to Rule 10b5-1

The SEC has issued proposed amendments to Rule 10b5-1 and to related forms and disclosures.  The amendments are intended to address perceived abuses of Rule 10b5-1 plans....more

SEC to Again Respond to Rule 14a-8 No-Action Requests

In November, 2021 the SEC Division of Corporation Finance announced it had rescinded Staff Legal Bulletin (“SLBs”) Nos. 14I, 14J and 14K after a review of staff experience applying the guidance in them.  Apparently as a...more

FinCEN Proposes Beneficial Ownership Reporting Rules

The Financial Crimes Enforcement Network (FinCEN) has proposed rules to require certain entities to file reports with FinCEN that identify two categories of individuals: The beneficial owners of the entity; and individuals...more

SEC Provides Public Companies Guidance on Upcoming LIBOR Expiration

The SEC issued a statement reminding public companies that on March 5, 2021, LIBOR’s regulator, the Financial Conduct Authority, and administrator, ICE Benchmark Administration, Limited, announced that the publication of the...more

ISS Issues Updated Policies for 2022

ISS has released updates to its 2022 ISS benchmark proxy voting policies. The updated policies will generally be applied for shareholder meetings taking place on or after Feb. 1, 2022, except for those updates that are being...more

SEC Staff Issues Accounting Guidance on “Spring-Loaded” Compensation Awards to Executives

The SEC staff has released guidance for companies about how to properly recognize and disclose compensation cost for “spring-loaded awards” made to executives....more

Proposed CFIUS Rules Would Delay Determination with Respect to Excepted Foreign States

The “excepted foreign state” definition in the CFIUS rules operates together with other relevant terms to exclude from CFIUS’s jurisdiction covered investments by certain foreign persons who meet certain criteria establishing...more

SEC Proposes Changes to Proxy Advisor Rules

In 2019, the SEC proposed changes to its proxy advisor rules (the “2019 Proposed Rules”).  Later the SEC adopted final rules regarding proxy voting advice (the “2020 Final Rules”) provided by proxy advisory firms, or proxy...more

SEC Adopts Mandatory Universal Proxy Rules

In 2016 the SEC adopted proposed rules related to use of universal proxies in contested director elections. The SEC has now adopted final rules.  The SEC also adopted changes to the form of proxy and proxy statement...more

SEC Reverses Course on Shareholder Proposals

The SEC Division of Corporation Finance announced it has rescinded Staff Legal Bulletin (“SLBs”) Nos. 14I, 14J and 14K after a review of staff experience applying the guidance in them.  Public companies relied on the guidance...more

SEC Reopens Comments on Compensation Clawbacks

In 2015 the SEC proposed rules to implement Section 954 of the Dodd-Frank which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the SEC to adopt rules directing the national securities exchanges...more

SEC Updates Filing Fee Rules

The SEC has adopted amendments that it believes will modernize filing fee disclosure and payment methods. The revised rules amend most fee-bearing forms, schedules, statements, and related rules to require each filing fee...more

NYSE Proposal Addresses Abstentions in Definition of “Votes Cast”

Section 312.07 of the NYSE Listed Company Manual provides that, where shareholder approval is a prerequisite to the listing of any additional or new securities of a listed company, or where any matter requires shareholder...more

Preliminary Planning for the 2022 Proxy Season

Our preliminary list of important planning considerations for the 2022 proxy season is set forth below. - Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes...more

Existing SEC Interpretation on Climate Change Disclosures

In 2010 the SEC issued an interpretive release on registrant’s disclosures related to climate change. Public pronouncements indicate the SEC s in the process of formulating updated rules. ...more

Caremark Claim Allowed to Proceed Against Boeing Directors

Most are familiar with the facts of the crashes of Boeing’s 737 MAX. Later Boeing stockholders brought a claim that Boeing’s directors failed them in overseeing mission-critical airplane safety to protect enterprise and...more

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