The US Court of Appeals for the Second Circuit recently affirmed a District Court’s denial of a company’s request to “sterilize” the voting securities of stockholders who allegedly violated the disclosure requirements of...more
In preparing for both the 2024 proxy season and publication of inaugural or refreshed corporate social responsibility or sustainability reports, as well as in anticipation of final climate disclosure rules from the SEC as of...more
Publicly traded companies generally file registration statements on Form S-8 to register the offering of the company’s stock pursuant to the company’s equity incentive plans under the Securities Act of 1933, as amended...more
The US Securities and Exchange Commission has proposed amendments to its rules regarding disclosure about issuer repurchases of its equity securities, often referred to as buybacks, including a new proposed Form SR to be...more
The US Securities and Exchange Commission proposed new rules on December 15, 2021, with respect to security-based swaps that, if adopted as proposed, would prohibit fraud and manipulation, require reporting of large...more
Most media accounts suggest that the incoming Biden administration will usher in a more “aggressive” SEC enforcement posture, with renewed emphasis on investigating potential fraud and controls deficiencies at public...more
1/14/2021
/ Analytics ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disgorgement ,
Enforcement Actions ,
Infectious Diseases ,
Insider Trading ,
Public Disclosure ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Share Buybacks
The US Securities and Exchange Commission has approved New York Stock Exchange rule changes that will grant the exchange discretion to allow companies to raise money by selling common shares in registered direct offerings,...more
Institutional Shareholder Services (ISS) on November 12 released updates to its benchmark proxy voting policies, which will apply for shareholder meetings taking place on or after February 1, 2021. ...more
The US Securities and Exchange Commission on May 20, 2020 adopted a series of amendments to its rules and forms relating to disclosure requirements for financial statements relating to acquisitions and dispositions of...more
The Nasdaq Stock Market has temporarily suspended the continued listing bid price and market value of publicly held shares listing requirements for its issuers through June 30, 2020....more
A recent US Securities and Exchange Commission statement stressed the importance of disclosure and highlighted its role in the national effort to foster a meaningful, responsible increase in economic activity. ...more
The US Securities and Exchange Commission announced on the morning of March 25 the extension of filing periods covered by previously enacted conditional reporting relief for certain public company filing obligations, and...more
The US Securities and Exchange Commission announced that it voted on March 12 to adopt amendments to the definitions of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Securities Exchange Act of 1934,...more
The staff of the Securities and Exchange Commission’s Division of Corporation Finance on March 13 issued guidance designed to assist companies in complying with federal proxy rules in light of the coronavirus (COVID-19)...more
3/17/2020
/ Annual Meeting ,
China ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Crisis Management ,
EDGAR ,
Emergency Management Plans ,
Infectious Diseases ,
Proxy Season ,
Public Health ,
Publicly-Traded Companies ,
Relief Measures ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Virtual Meetings
The US Securities and Exchange Commission (SEC) issued final rules on December 20, 2018, requiring companies to disclose, in proxy or information statements for the election of directors, their policies and procedures on the...more
Updates for the 2019 proxy voting guidelines by Institutional Shareholder Services include guidance on board gender diversity and attendance, board-sponsored proposals, and director performance evaluations....more
SEC proposes amendments to definition of “smaller reporting company.”
In proposed rules issued on June 27, the US Securities and Exchange Commission (SEC) proposed amendments to the definition of “smaller reporting...more