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
3/11/2022
/ Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Data Security ,
Disclosure Requirements ,
Publicly-Traded Companies ,
Regulatory Reform ,
Required Forms ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC has issued a rule proposal to reduce risks in the clearance and settlement of securities. Specifically, the proposed changes would...more
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
The SEC has proposed amendments to Form PF, the confidential reporting form for certain SEC-registered investment advisers to private funds, to...more
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
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
1/12/2022
/ Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Form 10-K ,
Form 8-K ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Settlement Agreements
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
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
12/22/2021
/ Corporate Issuers ,
EDGAR ,
Form 20-F ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Reform ,
Section 12 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Share Buybacks ,
Stock Repurchases ,
XBRL Filing Requirements
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
12/17/2021
/ 10b5-1 Plans ,
Disclosure Requirements ,
Insider Trading ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Trading Policies
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
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
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 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
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
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
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
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
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
ISS has published proposed policy changes for 2022 for public comment. The following summarizes proposed changes for the U.S. market....more
11/9/2021
/ Board of Directors ,
Climate Change ,
Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Policy Statement ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Voting Rights
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
10/15/2021
/ Clawbacks ,
Comment Period ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Financial Stimulus ,
Incentive Compensation ,
Material Misstatements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Securities Violations
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
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
10/5/2021
/ Absentee Voting ,
Abstention ,
Amended Rules ,
Financial Markets ,
Financial Regulatory Reform ,
Listing Rules ,
Nasdaq ,
NYSE ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Approval
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
9/24/2021
/ Annual Meeting ,
Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Institutional Shareholder Services (ISS) ,
Listed Company Manual ,
MD&A Statements ,
NYSE ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC)
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
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