By a razor thin vote of 215 to 214, the House of Representatives passed the ESG Disclosure Simplification Act of 2021....more
6/18/2021
/ Business Strategies ,
Capital Investments ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Pending Legislation ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Standards ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
Sustainable Finance
The Interfaith Center on Corporate Responsibility, James McRitchie and As You Sow have sued the SEC to invalidate the most recent amendments to Rule 14a-8 which permits small shareholders to submit proposals to public...more
The SEC announced a settled enforcement action concerning First American Financial Corporation’s violations of disclosure controls and procedures. The violations related to disclosures made in connection with a cybersecurity...more
6/16/2021
/ Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Escrow Accounts ,
First American Title Insurance Co. ,
Form 8-K ,
Personal Data ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Vulnerability Assessments
In public remarks SEC Gary Gensler hinted at the following changes to Rule 10b5-1: -
When insiders or companies adopt 10b5-1 plans, there’s currently no cooling off period required before they make their first trade....more
6/14/2021
/ 10b5-1 Plans ,
Cooling-Off Rule ,
Corporate Governance ,
Disclosure Requirements ,
Gary Gensler ,
Insider Trading ,
Investment Management ,
Non-Public Information ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Trades
The House Financial Services Committee has approved the Climate Risk Disclosure Act of 2021. The bill now heads to the House floor....more
The Securities and Exchange Commission charged eight companies for failing to disclose in SEC Form 12b-25 filings, commonly known as Form NT, that their request for seeking a delayed quarterly or annual reporting filing was...more
The House of Representatives has passed the “The Promoting Transparent Standards for Corporate Insiders Act” (H.R. 1528) by a vote of 355-69. The bill directs the Securities and Exchange Commission to study and report on...more
The House Committee on Financial Services is considering legislation on a number of matters that would affect public companies. ...more
4/20/2021
/ Business Strategies ,
Capital Investments ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Services Committee ,
Legislative Agendas ,
Publicly-Traded Companies ,
Quarterly Report ,
Regulatory Agenda ,
Regulatory Standards ,
Securities and Exchange Commission (SEC) ,
Sustainability
The SEC Division of Examinations has issued a Risk Alert to highlight observations from recent exams of investment advisers, registered investment companies, and private funds offering ESG products and services....more
John Coates, Acting Director, Division of Corporation Finance, issued a statement questioning the application of the safe harbor for forward looking information in the Private Securities Litigation Reform Act (PSLRA) to a...more
The SEC issued two pieces of guidance on special purpose acquisition companies, or SPACs. One piece, styled as a statement by Paul Munter, Acting Chief Accountant, speaks to financial reporting and auditing considerations of...more
In September 2020 the SEC adopted final rules altering the shareholder proposal framework for the first time in 20 years. Following another split-vote of the Commissioners, the SEC approved modifications to the current...more
The SEC has adopted interim final amendments to Form 10-K, Form 20-F, Form 40-F, and Form N-CSR to implement the disclosure and submission requirements of the Holding Foreign Companies Accountable Act, or the HFCA Act....more
3/25/2021
/ Audits ,
Corporate Governance ,
Disclosure Requirements ,
Foreign Corporations ,
Form 10-K ,
Form 20-F ,
PCAOB ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In re Forum Mobile, Inc. considers petitioner Synergy Management Group LLC’s request for the appointment of its President to be custodian of Forum Mobile, Inc. under Section 226(a)(3) of the Delaware General Corporation Law,...more
The Securities and Exchange Commission announced settled charges against an Oklahoma-based gas exploration and production company, Gulfport Energy Corporation, and its former CEO, Michael G. Moore, for failing to properly...more
The Securities and Exchange Commission announced the creation of a Climate and ESG Task Force in the Division of Enforcement. Consistent with increasing investor focus and reliance on climate and ESG-related disclosure and...more
On March 5, 2021, the Securities and Exchange Commission charged AT&T, Inc. with repeatedly violating Regulation FD, and three of its Investor Relations executives with aiding and abetting AT&T’s violations, by selectively...more
In a public statement Acting SEC Chair Allison Herren Lee noted that he had directed the Division of Corporation Finance to enhance its focus on climate-related disclosure in public company filings....more
The SEC adopted final rules that will require resource extraction issuers that are required to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 to disclose payments made to the U.S. federal...more
The SEC has adopted final rules regarding electronic signatures with respect to Regulation S-T Rule 302.
New Rule 302(b)(2) of Regulation S-T provides that, before a signatory initially uses an electronic signature to sign...more
The SEC adopted amendments intended to modernize, simplify and enhance certain financial disclosure requirements in Regulation S-K, including rules related to MD&A....more
We previously discussed an SEC enforcement action against Andeavor LLC for controls violations relating to a stock buyback plan it implemented while it was in discussion to be acquired by Marathon Petroleum Corp. in 2018....more
The SEC adopted final rules which the SEC believes harmonizes, simplifies, and improves the complex exempt offering framework....more
The SEC announced settled charges against Andeavor LLC for controls violations relating to a stock buyback plan it implemented while it was in discussions to be acquired by Marathon Petroleum Corp. in 2018. Andeavor agreed to...more
At an open meeting of the Securities and Exchange Commission on October 7th, the Commission approved issuance of a proposed conditional exemptive order that would allow “finders” to engage with accredited investors in...more