Are you ever surprised that more companies don’t fail their say-on-pay votes? Say on pay was adopted by the SEC under a Dodd-Frank mandate signed into law against the backdrop of the 2008 financial crisis. The mandate was...more
“Conflict Minerals—Peace and Security in Democratic Republic of the Congo Have Not Improved with SEC Disclosure Rule.” That is the title of the final required report of the U.S. Government Accountability Office, the last of...more
Yesterday, the SEC announced a fee increase for issuers registering their securities. In fiscal 2025, the fee rates for registration of securities and certain other transactions will be $153.10 per million dollars, up 3.7%...more
In 2022, after seven years of marinating on the SEC’s long-term agenda, the SEC adopted rules to implement Section 954 of Dodd-Frank, the clawback provision. The rules directed the national securities exchanges to establish...more
Today, the SEC announced a pretty steep fee increase for issuers registering their securities. In fiscal 2024, the fee rates for registration of securities and certain other transactions will be $147.60 per million dollars,...more
It was just November last year when the SEC finally adopted rules to implement Section 954 of Dodd-Frank, the clawback provision. (Remember that Dodd-Frank dates to 2010 and the clawback rules were initially proposed by the...more
[This post revises and updates my earlier post primarily to reflect in greater detail the contents of the adopting release. For a discussion of the comments and criticisms of the SEC Commissioners at the open meeting at which...more
You might remember back to 2015 when the SEC initially proposed rules to implement Section 954 of Dodd-Frank, the clawback provision. The SEC did not then consider adoption of the proposal in the ordinary course, instead...more
[This post revises and updates my earlier post primarily to reflect in greater detail the contents of the proposing release.] -
Last week, without an open meeting, the SEC finally adopted a new rule that will require...more
It’s been 12 years since Dodd-Frank mandated, in Section 953(a), so-called pay-versus-performance disclosure, and amazingly, no rules had been adopted to implement that mandate…until yesterday, when adoption of the final rule...more
Yesterday, the SEC announced that it is reopening the comment period for its 2015 proposal for listing standards for recovery of erroneously awarded compensation. Wait—didn’t they just do that? Yes, in October 2021. (See...more
Most likely, what comes to mind when you think about companies’ impeding the ability of a whistleblower to communicate with the SEC are allegations of overly ambitious confidentiality provisions in employment agreements or...more
It’s been almost 12 years since Dodd-Frank mandated, in Section 953(a), so-called pay-versus-performance disclosure, but amazingly, no rules have yet been adopted to implement that mandate. Even more amazing, the SEC is still...more
The SEC’s new Fall reg-flex agenda is posted and, no surprise, it’s packed. Here is the short-term agenda and here is the long-term version. And just as with the spring agenda, Commissioners Hester Peirce and Elad Roisman...more
12/15/2021
/ 10b5-1 Plans ,
Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Diversity ,
Dodd-Frank ,
Environmental Social & Governance (ESG) ,
Popular ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs)
It’s time to dig back into your mental archives for 2015. That’s when the SEC, by a vote of three to two, initially proposed rules to implement Section 954 of Dodd-Frank, the clawback provision. But the proposal was...more
Yesterday, the SEC announced that it was reducing the fees it charges issuers to register their securities. In fiscal 2022, the fee rates for registration of securities and certain other transactions will be $92.70 per...more
Late Friday, the SEC announced that its Spring 2021 Regulatory Flexibility Agenda—both short-term and long-term—has now been posted. And it’s a doozy. According to SEC Chair Gary Gensler, to meet the SEC’s “mission of...more
At an open meeting yesterday, the SEC adopted, by the usual three to two, final Rule 13q-1 and an amendment to Form SD to implement Section 1504 of Dodd-Frank, which relates to disclosure of payments by resource extraction...more
On Wednesday, the SEC voted (by a vote of three to two) to adopt amendments to the rules related to its whistleblower program. The program provides for awards in an amount between 10% and 30% of the monetary sanctions...more
Yesterday, the SEC announced that it was reducing the fees it charges issuers to register their securities. In fiscal 2021, the fee rates for registration of securities and certain other transactions will be $109.10 per...more
SEC Chair Jay Clayton has streamlined the Regulatory Flexibility Act Agenda to limit it to the rulemakings that the SEC actually expects to take up in the subsequent period. Clayton has previously said that the short-term...more
At the end of 2018, the SEC dredged up its 2015 rule proposal regarding hedging disclosure (required by Dodd-Frank) and voted to adopt final rule amendments. The amendments mandate disclosure about the ability of a company’s...more
Under Dodd-Frank, the GAO is required to assess annually the effectiveness of the SEC’s conflict minerals rules in promoting peace and security and to report on the rate of sexual violence in the DRC and adjoining countries....more
On August 23, the SEC announced that it was raising the fees it charges issuers to register their securities. In fiscal 2020, the fee rates for registration of securities and certain other transactions will be $129.80 per...more
SEC Chair Jay Clayton has repeatedly made a point of his intent to take the Regulatory Flexibility Act Agenda “seriously,” streamlining it to show what the SEC actually expected to take up in the subsequent period. (See this...more