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
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 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The SEC Division of Corporation Finance announced it has rescinded Staff Legal Bulletin (“SLBs”) Nos. 14I, 14J and 14K after a review of staff experience applying the guidance in them.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
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
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
The NYSE recently amended its related party transaction rules to align with Regulation S-K Item 404. The one key difference from Regulation S-K was that the NYSE did not apply the $120,000 transaction threshold which...more
Suzanne Flannery v. Genomic Health, Inc. et al is a case about the acquisition of Genomic Health, Inc. (“Genomic” or the “Company”) by Exact Sciences Corp. (“Exact”) pursuant to a Merger Agreement....more
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
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 Public Company Accounting Oversight Board has proposed a new rule provide a framework for its determinations under the Holding Foreign Companies Accountable Act, or the HFCAA....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 NYSE has amended the Listed Company Manual regarding shareholder approval requirements for the issuance of securities and certain related party matters. The SEC approved the amendments on an accelerated basis....more
4/6/2021
/ Common Stock ,
Corporate Governance ,
Financial Markets ,
Listed Company Manual ,
Listing Rules ,
NYSE ,
Popular ,
Publicly-Traded Companies ,
Related Parties ,
Securities Regulation ,
Shareholder Approval ,
Shareholders
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