On November 17, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Regulation S-T to permit to the use of electronic signatures in signature authentication documents required under Regulation S-T in...more
Institutional Shareholder Services (ISS) has recently provided guidance outlining its approach to proxy voting advice for the 2021 proxy season. ISS adopted updates to its Benchmark Proxy Voting Guidelines (Voting Policy),...more
11/18/2020
/ Arbitration Agreements ,
Board of Directors ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Diversity ,
Incentive Awards ,
Institutional Shareholder Services (ISS) ,
Pay Gap ,
Poison Pill ,
Proxy Season ,
Proxy Voting Guidelines ,
S&P ,
Shareholder Litigation ,
Shareholders ,
Term Limits ,
Virtual Meetings
On October 28, 2020, the U.S. Securities and Exchange Commission (SEC) Chairman Jay Clayton, together with the directors of three SEC divisions, issued a joint statement relating to complex financial products. The statement...more
As the COVID-19 pandemic and the measures taken to prevent the spread of the disease continue to affect public companies, the staff of the Office of Chief Accountant and the Division of Corporation Finance of the U.S....more
On May 4, 2020, the U.S. SEC’s Division of Corporation Finance (the “Staff”) published four “FAQs” relating to the application of the Commission’s March 25, 2020 Order (the “COVID-19 Order”) providing extended deadlines for...more
5/6/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Division of Corporate Finance ,
Filing Deadlines ,
Form 10-K ,
Form 8-K ,
Form S-3 ,
New Guidance ,
Offerings ,
Publicly-Traded Companies ,
Relief Measures ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Time Extensions
In light of the public health and safety concerns raised by COVID-19, companies have been considering changes to their typical annual shareholder meeting procedures, including changes to the date, time, or location of the...more
The proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis have revisited aspects of their voting guidelines and policies given circumstances arising from the COVID-19 pandemic, and they have...more
On April 10, 2020, the Division of Corporation (the “Staff”) published a statement addressing logistical difficulties in satisfying the requirement to file Securities Act of 1933 Form 144 (the “Statement”). Noting the current...more
The Chairman of the U.S. Securities and Exchange Commission (the “SEC”) and members of the SEC Staff have recently made statements concerning upcoming disclosures that public companies will be making about the impact of the...more
As the coronavirus (COVID-19) pandemic continues to rapidly unfold and create volatility in the market, companies are considering whether to opportunistically buy back their stock pursuant to existing or newly established...more
As the scale of the COVID-19 pandemic continues to expand, and government responses to and economic effects of the pandemic evolve, companies have had to grapple in real time with what, when, and how to communicate about the...more
As a further response to circumstances presented by the COVID-19 pandemic, on March 26, 2020, the SEC published new temporary final rules.The temporary final rules ease requirements regarding applications for Form ID and...more
On March 4, 2020, the SEC published an order providing conditional regulatory relief and assistance regarding filings under the Securities Exchange Act of 1934 (the “Exchange Act”) for issuers affected by COVID-19. This order...more
On March 24, 2020, the staff of the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets (together, the “Staff”) published Staff Statement Regarding Rule 302(b) of...more
Companies have been considering changes to annual meetings because of the concerns about the coronavirus and the disease that it causes known as COVID-19. The typical procedures regarding the presentation of shareholder...more
On March 13, 2020, the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) provided guidance regarding potential changes to the date, time, location, or format of upcoming annual meetings of...more
The novel coronavirus, and the disease that it causes, COVID-19, has serious implications for public and private companies’ interactions with financial regulators, investors, and the general public. The Securities and...more
As the coronavirus (COVID-19) outbreak continues to rapidly unfold and create uncertainty in the market, companies are considering whether to opportunistically buy back stock, or to otherwise take advantage of the current...more