The SEC continued its recent run of rulemaking activity with two sets of amendments last week that impact reporting by public companies. On Tuesday, November 17, the SEC announced that it will begin to permit the use of...more
The Securities and Exchange Commission (SEC) has adopted amendments to the shareholder proposal rule – Rule 14a-8 under the Securities Exchange Act of 1934. The long-awaited changes largely track the SEC’s November 5, 2019...more
The Securities and Exchange Commission has adopted amendments to the disclosure requirements for business acquisitions and dispositions by a 3-to-1 vote (Commissioner Allison Herren Lee dissenting). The amendments modernize...more
On March 24, 2020, Judge P. Kevin Castel of the Southern District of New York granted the U.S. Securities Exchange Commission (“SEC”) an injunction to prevent Telegram Group Inc. and TON Issuer Inc. (collectively, “Telegram”)...more
As the COVID-19 pandemic evolves, companies are experiencing a host of adverse consequences and gaining insight into additional potential risks of the pandemic to their businesses. At the same time, general uncertainty...more
While corporate stock buybacks, as well as dividend payments, are receiving significant scrutiny in the face of the coronavirus pandemic as companies look to preserve cash, the same is not currently true for stock purchases...more
In further recognition of the challenges to conducting business during the COVID-19 pandemic:
..On March 25, 2020, the Securities and Exchange Commission extended through July 1, 2020, and clarified the conditions for, the...more
Last week, amidst the focus on the coronavirus, the Securities and Exchange Commission made progress on its short-term rulemaking agenda by amending the definitions of “accelerated filer” and “large accelerated filer.” The...more
April, May and June are typically the most popular months for public companies to host their annual meetings of shareholders. This year, the unprecedented public health concern resulting from the coronavirus or COVID-19...more
3/16/2020
/ Annual Meeting ,
Bylaws ,
Compliance ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Emergency Management Plans ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Virtual Meetings
Earlier this week, the Securities and Exchange Commission issued an Order granting conditional relief from certain obligations under the federal securities laws for companies facing challenges as a result of the current...more
Yesterday, the Securities and Exchange Commission issued an Order granting conditional regulatory relief from certain filing obligations under the Securities Exchange Act of 1934 for companies facing challenges in meeting...more
3/5/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Filing Deadlines ,
Form 10-K ,
Form 10-Q ,
Form 20-F ,
Publicly-Traded Companies ,
Relief Measures ,
Risk Management ,
Rule 144 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
In a speech on February 6, 2020, US Securities and Exchange Commission (SEC) Commissioner Hester M. Peirce outlined a proposed safe harbor to address certain regulatory difficulties faced by individuals desiring to build...more
On Friday, the Securities and Exchange Commission’s Division of Corporation Finance announced big changes in the internal structure of its disclosure program. While not a regular occurrence, such reorganizations happen...more
On Friday, the Securities and Exchange Commission released an Announcement Regarding Rule 14a-8 No-Action Requests with important updates to its process of administering Exchange Act Rule 14a-8, the shareholder proposal...more
Following a 3-2 vote last week, the Securities and Exchange Commission has released two pieces of guidance related to the proxy voting process:
..Commission Guidance Regarding Proxy Voting Responsibilities of Investment...more
Yesterday, the Securities and Exchange Commission announced that Wesley R. Bricker, the SEC’s Chief Accountant, will leave the SEC in June. Mr. Bricker has spent more than six years at the SEC, serving as Chief Accountant...more
What Is a Proposal?
Rule 14a-8(a) defines a shareholder proposal as a ‘‘recommendation or requirement that the company and/or its board of directors take action, which you intend to present at a meeting of the company’s...more
12/27/2018
/ Board of Directors ,
Corporate Governance ,
No-Action Relief ,
Proxy Access ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders
On February 21, 2018, the Securities and Exchange Commission (SEC) approved an interpretive release updating guidance on public company disclosure and other obligations concerning cybersecurity matters. The interpretive...more
Earlier this week, SEC Chairman Jay Clayton and members of the SEC Division of Corporation Finance discussed a number of topics relevant to public companies at the 45th Annual Securities Regulation Institute, which was...more
What Is an ICO?
An ICO, or initial coin offering, is the sale of virtual coins or tokens, often as a means of capital raising by startup companies that are involved in blockchain technology. Depending on the terms of the...more
8/7/2017
/ Bitcoin ,
Blockchain ,
Cryptocurrency ,
Howey ,
Initial Coin Offering (ICOs) ,
LedgerX ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Token Sales ,
Unregistered Securities ,
Virtual Currency
Highlights -
- As mandated by the Dodd-Frank Act, the Securities and Exchange Commission has proposed rules requiring national securities exchanges to require listed companies to develop, implement and disclose policies...more
7/16/2015
/ Clawbacks ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Financial Reporting ,
Incentive Compensation ,
Listing Standards ,
Proposed Regulation ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Stock Exchange ,
Total Shareholder Return (TSR)
Overview -
On April 29, 2015, the Securities and Exchange Commission (SEC) voted 3-2 to propose new rules requiring companies to disclose the relationship between executive compensation “actually paid” and the...more
Overview -
On March 25, 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A (Regulation A+) pursuant to Section 401 of the Jumpstart Our Business Startups Act (JOBS Act) for offers...more
5/4/2015
/ Amended Regulation ,
Blue Sky Laws ,
Equity Financing ,
JOBS Act ,
Private Offerings ,
Public Offerings ,
Regulation A ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Small Offering Exemptions ,
Startups