We believe our proposed changes support all market participants' common objectives of investor protection and fair and efficient capital markets.
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6/20/2022
/ Capital Markets ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investment ,
Investor Protection ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In 2020 and the first quarter of 2021, the use of special purpose acquisition companies ("SPACs") as a means of taking companies public grew exponentially. SPAC IPOs raised a total of more than $160 billion in that five...more
On March 21, 2022, the Securities and Exchange Commission ("SEC") voted 3–1 to propose amendments to Regulations S-K and S-X that would require registrants to provide certain climate-related information in their registration...more
3/24/2022
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Statements ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
As part of the SEC's broader rulemaking initiative, on March 9, 2022, the SEC proposed amendments to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by...more
3/14/2022
/ Corporate Governance ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Foreign Private Issuers ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Delaware Court of Chancery's application of the "entire fairness" standard in In re MultiPlan Stockholders Litigation is an important development for SPACs incorporated in Delaware, and it could result in more...more
The Board Diversity Proposal generally requires each Nasdaq-listed company "to have, or explain why it does not have, at least two members of its board of directors who are Diverse," defined as at least one director who...more
8/16/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
The Securities and Exchange Commission ("SEC") charges a special purpose acquisition company ("SPAC"), its CEO, and sponsor, as well as the merger acquisition target, with securities law violations, resulting in significant...more
The Situation: The Australian Securities and Investments Commission ("ASIC") recently released its quarterly Corporate Finance Update. Hot topics include Special Purpose Acquisition Companies ("SPACs"), electronic delivery of...more
Chairman Gensler's comments indicate that new, additional requirements for 10b5-1 plans are likely to be coming.
In prepared comments made at The Wall Street Journal's CFO Network event on June 7, 2021, SEC Chairman Gary...more
On February 24, 2021, Securities and Exchange Commission ("SEC") Acting Chair Allison Herren Lee issued a Statement on the Review of Climate-Related Disclosure in which she directed the SEC's Division of Corporation Finance...more
The Background: Demand for environmental, social, and governance ("ESG")-aligned companies and investment products is transforming the investing landscape. Financial institutions will be at the forefront of this change, as...more
The Situation: In August 2020, the Division of Trading and Markets ("Division") of the U.S. Securities and Exchange Commission ("SEC") approved proposed rule changes by the New York Stock Exchange ("NYSE") to permit primary...more
The rules will require resource extraction issuers to file a Form SD on an annual basis that includes information about payments related to the commercial development of oil, natural gas, or minerals that are made to the U.S....more
12/30/2020
/ Congressional Review Act ,
Corporate Issuers ,
Dodd-Frank ,
Final Rules ,
Form SD ,
Initial Public Offering (IPO) ,
Mineral Extraction ,
Oil & Gas ,
Resource Extraction ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The Situation: In November 2019, the U.S. Securities and Exchange Commission ("SEC") proposed certain amendments to Rule 14a-8 of the Securities Exchange Act of 1934, the rule that permits a qualifying shareholder to include...more
The Situation: On July 22, 2020, the U.S. Securities and Exchange Commission ("SEC") adopted final rule amendments to regulate proxy voting advice as part of its emphasis on modernizing the proxy process. The final SEC...more
8/19/2020
/ Anti-Fraud Provisions ,
Conflicts of Interest ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Policies and Procedures ,
Proposed Amendments ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Solicitation
The current proposal, which was submitted by the NYSE on June 22, 2020, would, like the prior proposal, allow a private company seeking to raise capital through a direct listing to satisfy the NYSE's market value requirement...more
On May 21, 2020, the Securities and Exchange Commission ("SEC") adopted amendments to its financial disclosure requirements related to acquisitions and dispositions. These amendments streamline and eliminate immaterial...more
The ongoing COVID-19 pandemic has resulted in unprecedented and rapidly evolving disruptions to public companies’ businesses, financial condition, and results of operations, as well as broad-based economic dislocation and...more
The Situation: In light of the public health and safety concerns associated with the spread of the novel coronavirus disease ("COVID-19"), public companies across the country are taking steps to hold virtual meetings or allow...more
The Situation: In an effort to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K, the U.S. Securities and Exchange Commission ("SEC") proposed certain amendments on January 30,...more
Less than a week after the U.S. Securities and Exchange Commission ("SEC") rejected a proposed rule change to permit primary capital raising in direct listings, the New York Stock Exchange ("NYSE") submitted an updated...more
12/27/2019
/ Capital Raising ,
Direct Listing ,
Initial Public Offering (IPO) ,
Investment Banks ,
Listing Rules ,
NYSE ,
Popular ,
Privately Held Corporations ,
Proposed Amendments ,
Proposed Rules ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Valuation
On December 6, 2019, the U.S. Securities and Exchange Commission rejected a proposed New York Stock Exchange ("NYSE") rule change that would allow companies to raise capital in a direct listing...more
12/13/2019
/ Capital Raising ,
Direct Listing ,
Initial Public Offering (IPO) ,
Investment Banks ,
Listing Rules ,
NYSE ,
Popular ,
Proposed Amendments ,
Proposed Rules ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Valuation
The Situation: Direct listings, through which a company lists its shares on a national stock exchange without conducting a traditional initial public offering ("IPO"), have received significant attention from the media and...more
12/6/2019
/ Capital Raising ,
Direct Listing ,
Initial Public Offering (IPO) ,
Investment Banks ,
Listing Rules ,
NYSE ,
Proposed Amendments ,
Proposed Rules ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Valuation
The Situation: As part of the U.S. Securities and Exchange Commission's ("SEC") continued focus on reforming the proxy process, the SEC proposed new amendments to modernize the shareholder proposal rule, Rule 14a-8 of the...more
12/3/2019
/ Corporate Governance ,
Investment Adviser ,
Proposed Amendments ,
Proposed Rules ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
The Situation: In an effort to update the rules to improve disclosures for investors and to simplify compliance efforts for registrants, the U.S. Securities and Exchange Commission ("SEC") has proposed amendments to modernize...more