As you know, the SEC has proposed a sweeping set of regulations for disclosure on climate (see this PubCo post, this PubCo post and this PubCo post), and we anxiously wait to see what the final rules have in store (obviously...more
On October 13, SCOTUS granted cert. in the case of Relentless, Inc. v. Dept of Commerce, a case about whether the National Marine Fisheries Service has the authority to require herring fishing vessels to pay some of the costs...more
On Friday, August 6, 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure, accompanied by a proposal to provide free access to a board recruiting service. The new listing...more
After all the PubCo posts on the avalanche of SEC enforcement cases muscled into the last couple of days before the SEC’s fiscal year end, I thought this column in Bloomberg from Matt Levine might be of particular interest. ...more
[This post revises and updates my earlier post primarily to reflect the contents of the adopting release.]
Last week, without an open meeting, the SEC adopted rule amendments governing beneficial ownership reporting...more
You remember Matt Levine’s mantra in his “Money Stuff” column on Bloomberg: “everything is securities fraud”? “You know the basic idea,” he says, a...more
Yesterday, without an open meeting, the SEC adopted rule amendments governing beneficial ownership reporting under Exchange Act Sections 13(d) and 13(g), updating Reg 13D-G to “require market participants to provide more...more
As part of its fiscal-year-end enforcement surge, the SEC filed charges against three former executives of Pareteum Corporation, a telecommunications and cloud software company, for fraudulent revenue recognition practices—a...more
In this settled action, the SEC charged Newell Brands and its former CEO with providing misleading disclosure about a prominently featured non-GAAP financial measure—“core sales,” a key NGFM that Newell portrayed as providing...more
The NYSE has proposed to adopt new listing standards for the common equity securities of a “Natural Asset Company,” a new type of public company defined by the NYSE as “a corporation whose primary purpose is to actively...more
Is it Groundhog Day again? Haven’t we heard about this before? An electric vehicle manufacturer that went public through a SPAC transaction is charged by the SEC with fraudulently misrepresenting the status of its products,...more
On Friday last week, the SEC posted a new NYSE proposed rule change that would “modify the circumstances under which a listed company must obtain shareholder approval of a sale of securities to a substantial security holder,”...more
Corp Fin has posted some new CDIs on pay versus performance. In August last year, the SEC finally adopted a new rule requiring disclosure of information reflecting the relationship between executive compensation actually paid...more
Corp Fin has posted an announcement regarding its plans in the event of a federal government shutdown. The announcement indicates that its activities would be “extremely limited.” (At a hearing yesterday before the House...more
Yesterday, the SEC announced a sweep enforcement action against several insiders and companies for failing to file Forms 4 (Section 16(a) short-swing trading reports) and Schedules 13D and G (reports by beneficial owners of...more
This press release announces settled charges brought by the SEC against GTT Communications, Inc., a multinational telecommunications and internet service provider, for failure to disclose material information about...more
I don’t normally study defense appropriations bills, but the folks at thecorporatecounsel.net blog apparently do. And good thing, too. As they point out, Section 6081 of the new National Defense Authorization Act for Fiscal...more
On Thursday last week, the SEC’s Investor Advisory Committee voted to approve, with two abstentions, a subcommittee recommendation regarding human capital management disclosure. You probably remember that, in 2020, during the...more
One area where SEC Enforcement appears to have focused its attention recently is whistleblower protections. In this Order against CBRE, Inc., the SEC brought settled charges against the commercial real estate services and...more
Last week, the SEC proposed changes to the EDGAR system designed primarily to enhance EDGAR security, specifically related to EDGAR filer access and account management. In his Statement, SEC Chair Gary Gensler observed that a...more
The suspense is over. The AP is reporting that California Governor Gavin Newsom said on Sunday that he “plans to sign into law a pair of climate-focused bills intended to force major corporations to be more transparent about...more
Two recent settled actions suggest that SEC Enforcement seems to be scrutinizing disclosures about related-person transactions—or rather, the absence thereof. The first, announced last week against Maximus, Inc., looks like...more
Alliance Advisors, a proxy solicitation and corporate advisory firm, has posted its 2023 Proxy Season Preview, an analysis of trends from the 2023 proxy season. Its principal message: ESG proposals saw sagging results again...more
Two far-reaching California climate bills, together the “Climate Accountability Package,” have passed in the California legislature and are headed to Governor Gavin Newsom for a final decision. If signed into law, Senate Bill...more
In August last year, the National Center for Public Policy Research filed a complaint against Starbucks and its officers and directors, National Center for Public Policy Research v. Schultz, alleging that they caused...more