On August 6, the Securities and Exchange Commission (SEC) approved Nasdaq listing rules implementing new board diversity disclosure requirements that will apply to most Nasdaq-listed companies (the Board Diversity Rules). The...more
8/16/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Proposed Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
SEC/CORPORATE -
Acting SEC Chair Lee Provides Public Statement Welcoming Public Comment on Climate Change Disclosures -
On March 15, Acting Securities and Exchange Commission Chair Allison Herren Lee made a public...more
3/22/2021
/ Broker-Dealer ,
CFTC ,
Climate Change ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Adviser ,
NFA ,
Securities and Exchange Commission (SEC)
Key Points -
- In May, the Securities and Exchange Commission (SEC) adopted amended rules relating to acquired company financial statements. This advisory discusses the amended requirements and updated tests for...more
The 2019 novel coronavirus (COVID-19) pandemic continues to have an impact on the operations of nearly every business and business sector. Reporting companies must evaluate how they disclose the effects of the pandemic,...more
Global equity markets have been severely impacted by the coronavirus (COVID-19) pandemic, which has resulted in a period of significant market volatility. In the current environment, public companies may find it more...more
The 2019 novel coronavirus (COVID-19) pandemic and responses to this crisis, including actions taken by federal, state and local governments, have had an impact on the operations of virtually every business and business...more
4/2/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Proxy Statements ,
Publicly-Traded Companies ,
Relief Measures ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Key Points -
In wake of the Coronavirus Disease 2019 (COVID-19) and the public health concerns it raises, public companies should consider whether to hold virtual annual shareholder meetings. This advisory outlines some of...more
SEC/CORPORATE -
SEC Amends the Definitions of “Accelerated Filer” and “Large Accelerated Filer” -
The Securities and Exchange Commission recently adopted amendments to the definitions of “Accelerated Filer” and...more
SEC/CORPORATE -
SEC Approves Amended Rule Change to FINRA Rule 5110 -
On December 23, 2019, the Securities and Exchange Commission approved the Financial Industry Regulatory Authority’s (FINRA) proposed amendments to...more
1/20/2020
/ Amended Rules ,
Auditor Independence ,
Broker-Dealer ,
CFTC ,
Disclosure Requirements ,
EU ,
FDIC ,
Filing Requirements ,
Financial Conduct Authority (FCA) ,
Financial Industry Regulatory Authority (FINRA) ,
OCC ,
Securities and Exchange Commission (SEC)
SEC/CORPORATE -
Glass Lewis Releases 2020 US Proxy Paper Guidelines -
On November 1, Glass Lewis released its 2020 US Proxy Paper Guidelines. The updates to the voting guidelines primarily add additional factors that...more
11/25/2019
/ Broker-Dealer ,
CFTC ,
Corporate Governance ,
Cryptoassets ,
Financial Industry Regulatory Authority (FINRA) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Sale of Goods Act (SOGA) ,
Securities and Exchange Commission (SEC) ,
Smart Contracts ,
UK
SEC/CORPORATE -
SEC Proposes Amendments to Update the Accelerated and Large Accelerated Filer Definitions -
On May 9, the Securities and Exchange Commission proposed amendments to the accelerated filer and large...more
5/20/2019
/ Accelerated Filers ,
Broker-Dealer ,
CFTC ,
CRD IV Directive ,
CRR II ,
Financial Industry Regulatory Authority (FINRA) ,
ICFR ,
Internal Controls ,
Proposed Amendments ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Threshold Requirements
SEC/CORPORATE -
SEC-Proposed Amendments to Financial Disclosures for Acquisitions and Dispositions of Businesses -
As a result of the Securities and Exchange Commission’s 2015 request for comments on Regulation S-X, the...more
5/13/2019
/ CFTC ,
Commodity Exchange Act (CEA) ,
Disclosure Requirements ,
Enforcement Actions ,
European Securities and Markets Authority (ESMA) ,
Financial Conduct Authority (FCA) ,
Financial Statements ,
Proposed Amendments ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
UCITS ,
UK
SEC/CORPORATE -
SEC Adopts Rules to Modernize and Simplify Disclosure -
The Securities and Exchange Commission recently adopted final rules to modernize and simplify the disclosure requirements for public companies...more
4/15/2019
/ Broker-Dealer ,
Confidential Information ,
Corporate Financing Rule ,
Cryptoassets ,
Digital Assets ,
Disclosure Requirements ,
Final Rules ,
Financial Industry Regulatory Authority (FINRA) ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
GAAP ,
Proposed Rules ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
SEC/CORPORATE -
SEC Adopts Final Rules for Disclosure of Hedging Policies -
The Securities and Exchange Commission recently announced that it had at last adopted final rules to implement Section 14(j) (Disclosure of...more
SEC/CORPORATE -
SEC Division of Corporation Finance Issues C&DIs Regarding Notices of Exempt Solicitation -
On July 31, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange...more
8/13/2018
/ Board of Directors ,
C&DIs ,
Corporate Governance ,
Derivatives Clearing Organizations ,
EU ,
Financial Conduct Authority (FCA) ,
MiFID II ,
MiFIR ,
National Futures Association ,
UK ,
UK Brexit ,
Virtual Currency
SEC/CORPORATE -
Delaware State Bar Association Council Releases Proposed Amendments to the Delaware General Corporation Law -
The Corporate Council of the Corporation Law Section of the Delaware State Bar Association...more
4/9/2018
/ Corporate Governance ,
Delaware General Corporation Law ,
EDGAR ,
EU ,
Financial Conduct Authority (FCA) ,
Institutional Shareholder Services (ISS) ,
Proposed Amendments ,
Prospectus Regulation (PR3) ,
Proxy Voting Guidelines ,
Senior Management Regime (SMR) ,
Trade Relations ,
UK Brexit ,
Withdrawal
SEC/CORPORATE -
On November 1, the Division of Corporation Finance of the Securities and Exchange Commission (Division) published Staff Legal Bulletin No. 14I (SLB 14I), which provides new, issuer-friendly guidance on...more
SEC/CORPORATE -
US District Court Holds That Discretionary Tax Withholding is Exempt Under 16b-3 -
Several companies have received shareholder letters seeking to recover short-swing profits from insiders under Section...more
ISS Updates Frequently Asked Questions for US Proxy Voting Policies and Procedures for 2017 -
Proxy advisory firm Institutional Shareholder Services (ISS) recently updated its frequently asked questions (FAQs) for US...more
SEC/CORPORATE -
President-Elect Trump Nominates Clayton as SEC Chair -
On January 4, President-elect Donald Trump announced his nomination of Jay Clayton to serve as chair of the Securities and Exchange Commission,...more
1/9/2017
/ Derivatives Clearing Organizations ,
Equity Plans ,
EU ,
European Securities and Markets Authority (ESMA) ,
Examination Priorities ,
FFIEC ,
Forex ,
Institutional Shareholder Services (ISS) ,
MiFID II ,
No-Action Relief ,
Trump Administration ,
UK Brexit
ISS Releases 2017 Proxy Voting Guideline Updates -
On November 21, ISS published its 2017 Proxy Voting Guideline Updates, which will be in effect for meetings held on or after February 1, 2017. The US 2017 updates cover...more
12/5/2016
/ C&DIs ,
CFTC ,
EU ,
European Commission ,
Financial Conduct Authority (FCA) ,
Forex ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
NFA ,
Proxy Season ,
UK ,
UK Brexit
SEC/CORPORATE -
SEC Proposes Amendments To Require Universal Proxy Cards in Contested Elections -
On October 26, the Securities and Exchange Commission voted to propose amendments to the proxy rules that would...more