The SEC has approved, effective immediately, new Section 312.03T of the NYSE Listed Company Manual. Section 312.03T provides a limited, temporary exception from the shareholder approval requirements in Section 312.03(c),...more
The SEC has approved Nasdaq's proposal to temporarily modify certain rules in an effort to streamline listed companies’ access to capital. The rule proposal is immediately effective....more
The SEC has published a series of FAQs relating to how its COVID-19 Order affects certain matters with respect to the use and filing of Form S-3. The COVID-19 Order provides that, subject to certain conditions, publicly...more
Minnesota Governor Tim Walz has signed Emergency Executive Order 20-43 addressing the annual meeting requirements of Minnesota public companies as a result of the COVID-19 pandemic....more
In this publication ISS Special Counsel Pat McGurn discusses his views on lessons learned during economic crises over the past three decades and what that means for governance during and after the COVID-19 pandemic....more
On April 6th, the Securities and Exchange Commission approved the New York Stock Exchange’s request to provide temporary waivers of the shareholder approval requirements applicable to certain kinds of equity issuances under...more
ISS issued guidance on its policy application in light of the global impacts of the COVID-19 pandemic. The guidance addresses how ISS plans to apply ISS’ benchmark proxy voting policies over the coming months as annual...more
As a result of the COVID-19 pandemic, SEC staff provided guidance on changing the date time and place of an annual meeting, switching to a virtual shareholder meeting and certain matters related to shareholder proposals....more
SEC Chair Jay Clayton and William Hinman, Director, Division of Corporation Finance, shared their views in a public statement on first quarter earnings communications. Highlights of the wide-ranging statement are discussed...more
In a public statement, Sagar Teotia, Chief Accountant of the SEC, spoke to a number of implications of COVID-19 and financial reporting. Among other things, Mr. Teotia noted that the SEC staff recognizes that the accounting...more
The Coronavirus Aid, Relief and Economic Security Act, or CARES Act, is a little bit over a week old and public companies have begun to make disclosures regarding its impact in SEC filings....more
4/6/2020
/ CARES Act ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Form 10-K ,
Form 8-K ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC’s Division of Corporation Finance published formal disclosure guidance and other views of securities law compliance for public companies with respect to COVID-19....more
The SEC published guidance to assist public companies, investment companies, shareholders, and other market participants affected by COVID-19 with their upcoming annual shareholder meetings....more
3/16/2020
/ 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 FTC recently released the following information. Due to the developing COVID-19 coronavirus pandemic, and consistent with guidance from the Office of Personnel Management, the Premerger Notification Office (PNO) will...more
3/16/2020
/ China ,
Coronavirus/COVID-19 ,
Corporate Charters ,
Corporate Governance ,
Crisis Management ,
E-Filing ,
Emergency Management Plans ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Infectious Diseases ,
Notification Requirements ,
Popular ,
Pre-Merger Filing Requirements ,
Public Health ,
Relief Measures
ISS has launched a new specialty Climate Voting Policy. Other specialty voting policies maintained by ISS include SRI, Sustainability, Faith-Based, Taft-Hartley, and Public Fund policies....more
The SEC announced that it is providing conditional regulatory relief for certain publicly traded company filing obligations under the federal securities laws. The impacts of the coronavirus may present challenges for certain...more
3/5/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Form 8-K ,
Form S-3 ,
Form S-8 ,
Publicly-Traded Companies ,
Relief Measures ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC provided guidance on disclosure of financial metrics in MD&A. At the same time, the SEC proposed rules to amend other disclosure obligations of public companies....more
2/3/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Form 10-K ,
Item 303 ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC has issued new guidance it believes will assist public companies both in assessing materiality and in drafting disclosure related to risks to technology and intellectual property that may result from conducting...more
1/3/2020
/ Asset Protection ,
Corporate Governance ,
Cross-Border Transactions ,
Customer Information ,
Data Management ,
Data Theft ,
Disclosure Requirements ,
Foreign Agents ,
Intellectual Property Protection ,
Investment ,
Investor Protection ,
Materiality ,
New Guidance ,
Popular ,
Property Theft ,
Proprietary Information ,
Publicly-Traded Companies ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Trade Secrets ,
Trademarks
SEC Chairman Jay Clayton, Sagar Teotia, Chief Accountant and William Hinman, Director, Division of Corporation Finance issued a Statement on Role of Audit Committees in Financial Reporting and Key Reminders Regarding...more
1/2/2020
/ Audit Committee ,
Auditor Independence ,
Audits ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
Disclosure Requirements ,
Financial Reporting ,
GAAP ,
ICFR ,
Libor ,
PCAOB ,
Policy Statement ,
Regulatory Oversight ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Tone At The Top
ISS has announced its 2020 policy updates. The summary below is largely extracted from ISS’ executive summary or the commentary in the updated policies....more
11/12/2019
/ Benchmarks ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Employee Incentive Plans ,
Gender-Based Pay Discrimination ,
Institutional Shareholder Services (ISS) ,
Pay Gap ,
Policy Updates ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Repurchases ,
Shareholder Proposals
Stinson has prepared an analysis of proposed rules recently adopted by the SEC at an open meeting on November 5. SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals...more
11/8/2019
/ Corporate Governance ,
Proposed Rules ,
Proxy Advisors ,
Proxy Materials ,
Proxy Solicitations ,
Proxy Statements ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
ISS announced the launch of its benchmark voting policy comment period which will help set policy for the upcoming proxy season....more
10/8/2019
/ Benchmarks ,
Comment Period ,
Corporate Governance ,
Dual Class Share Structures ,
Independent Boards ,
Institutional Shareholder Services (ISS) ,
Policy Statement ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Shareholder Proposals ,
Stock Repurchases ,
Sunset Provisions
Our preliminary list of important planning considerations for the 2020 proxy season is set forth below.
Directors’ and Officers’ Questionnaires; Committee Charters -
We have identified only a few possible changes to...more
9/17/2019
/ Accelerated Filers ,
Board of Directors ,
Corporate Governance ,
Corporate Issuers ,
Corporate Officers ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
GAAP ,
Hedging ,
Institutional Shareholder Services (ISS) ,
MD&A Statements ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulation S-K ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Tax Cuts and Jobs Act ,
XBRL Filing Requirements
We have identified only a few possible changes to date for D&O questionnaires for the 2020 proxy season.
New rules adopted to implement the FAST Act clarify that registrants may, but are not required to, rely only on...more
9/16/2019
/ Board of Directors ,
Compensation & Benefits ,
Corporate Governance ,
Corporate Officers ,
EDGAR ,
Executive Compensation ,
Filing Requirements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Independent Directors ,
Nasdaq ,
Proxy Season ,
Publicly-Traded Companies ,
Section 16
The SEC published this statement announcing a new position on requests for no action letters to exclude shareholder proposals:
After the recent proxy and shareholder proposal season, the Division considered whether...more