On October 16, 2019, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (“Corp Fin”) issued Staff Legal Bulletin No. 14K (“SLB 14K”) addressing shareholder proposals. This guidance follows Corp...more
10/23/2019
/ Board of Directors ,
Division of Corporate Finance ,
Exclusions ,
Micromanagement ,
No-Action Requests ,
Proof of Ownership ,
Proxy Season ,
Rule 14a-8 ,
Rule 14a-8(i)(10) ,
Rule 14a-8(i)(7) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholder Votes
On August 21, 2019, the Securities and Exchange Commission (“SEC”), in response to increasing concerns that proxy advisory firms hold excessive sway over voting results, issued guidance (the “2019 Advisor Guidance”) that...more
On September 23, 2019, the Securities and Exchange Commission (“SEC”) charged accounting firm PricewaterhouseCoopers LLP (“PwC”) with improper professional conduct and violating auditor independence rules. The SEC also...more
9/26/2019
/ Cease and Desist Orders ,
Censures ,
Civil Monetary Penalty ,
Disgorgement ,
Enforcement Actions ,
Independent Audits ,
PCAOB ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Settlement
Proposed revisions to current financial statement disclosure requirements for business acquisitions and dispositions would simplify compliance while ensuring investors get the information they need....more
On August 8, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments1 to crucial disclosure requirements under Regulation S-K, including Item 101 (Description of Business), Item 103 (Legal Proceedings) and...more
In light of the increased spotlight on environmental, social and governance (“ESG”) disclosures, White & Case’s Public Company Advisory Group conducted a survey of environmental and social (“E&S”) disclosures in the...more
6/27/2019
/ Annual Reports ,
Board of Directors ,
Corporate Culture ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Fortune 100 ,
Materiality ,
Oversight Duties ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Supply Chain ,
Surveys ,
Sustainability
On May 3, 2019, the Securities and Exchange Commission (the "SEC") proposed amendments to its rules governing disclosure of financial statements by public companies or in initial public offerings ("IPOs") in connection with...more
5/20/2019
/ Acquisitions ,
Disclosure Requirements ,
Financial Statements ,
Foreign Corporations ,
GAAP ,
IFRS ,
Initial Public Offering (IPO) ,
Investment Funds ,
Investors ,
Pro Forma Financial Information ,
Proposed Amendments ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
New Proposed Rules Aim to Eliminate Auditor's Attestation Requirement on Internal Controls under SOX 404(b) for Smaller Reporting Companies with less than $100 million in Revenues -
On May 9, 2019, the SEC proposed...more
5/18/2019
/ Accelerated Filers ,
Attestation Requirements ,
Auditors ,
Emerging Growth Companies ,
ICFR ,
Internal Controls ,
Proposed Amendments ,
Public Comment ,
Publicly-Traded Companies ,
Regulatory Burden ,
Sarbanes-Oxley ,
Section 404 ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more
4/8/2019
/ Amended Rules ,
Audits ,
Board of Directors ,
Compensation Committee ,
Compliance ,
Confidential Information ,
Corporate Executives ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Issuers ,
Form 10-K ,
Incorporation by Reference ,
Initial Public Offering (IPO) ,
Investment Adviser ,
Investment Companies ,
Look-Back Measurement Period ,
MD&A Statements ,
New Guidance ,
Prospectus ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
In his March 15, 2019 speech1 at the 18th Annual Institute on Securities Regulation in Europe, William Hinman, Director of the Securities and Exchange Commission's ("SEC") Division of Corporation Finance ("Corp Fin"),...more
4/2/2019
/ Board of Directors ,
Climate Change ,
Corp Fin ,
Directors ,
Disclosure Requirements ,
Division of Corporate Finance ,
Environmental Social & Governance (ESG) ,
Investors ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
UK Brexit
Activism among investors is on the rise across the globe. Companies that empower directors to engage with shareholders can optimize investor relations, if they follow some simple but important guidelines.
Over the past...more
2/25/2019
/ Acquisitions ,
Activist Investors ,
Best Practices ,
Board Meetings ,
Board of Directors ,
CEOs ,
Mergers ,
Passive Investments ,
Shareholder Activism ,
Shareholder Meetings ,
Stakeholder Engagement
The SEC is proposing to extend the testing-the-waters ("TTW") accommodation to all issuers, including investment company issuers.1 Citing the dominance of the IPO market by emerging growth companies ("EGCs")2 and evidence...more
2/25/2019
/ Accredited Investors ,
Corporate Issuers ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Investment Companies ,
JOBS Act ,
Offerings ,
Proposed Rules ,
Public Comment ,
Qualified Institutional Buyers ,
Regulation FD ,
Request For Information ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
On February 6, 2019, the Securities and Exchange Commission's Division of Corporation Finance ("Corp Fin") posted two identical Compliance & Disclosure Interpretations ("C&DIs") relating to diversity disclosure under Items...more
This memorandum outlines considerations for foreign private issuers ("FPIs") in preparation for the 2019 annual reporting season. Part I (pg. 2) provides a summary of certain key trends and insights from the 2018 US proxy...more
1/16/2019
/ Annual Reports ,
Auditors ,
Board of Directors ,
Clawbacks ,
Corporate Governance ,
Corporate Social Responsibility ,
Cybersecurity ,
Disclosure Requirements ,
Foreign Private Issuers ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
NIST ,
NYSE ,
PCAOB ,
Proxy Season ,
Proxy Voting Guidelines ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
XBRL Filing Requirements
SEC Adopts Hedging Rules, Extends Regulation A to all Public Companies and Solicits Comments on Earnings Releases and Quarterly Reports.
SEC Adopts Rules for Public Companies to Use Regulation A -
Keeping up with the...more
1/15/2019
/ Amended Rules ,
Capital Raising ,
Disclosure Requirements ,
Earnings Reports ,
Final Rules ,
Form 10-Q ,
Form 8-K ,
Hedging ,
Policies and Procedures ,
Public Comment ,
Public Offerings ,
Publicly-Traded Companies ,
Quarterly Report ,
Regulation A ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)