ISS has released updates to its 2022 ISS benchmark proxy voting policies. The updated policies will generally be applied for shareholder meetings taking place on or after Feb. 1, 2022, except for those updates that are being...more
The SEC staff has released guidance for companies about how to properly recognize and disclose compensation cost for “spring-loaded awards” made to executives....more
In 2019, the SEC proposed changes to its proxy advisor rules (the “2019 Proposed Rules”). Later the SEC adopted final rules regarding proxy voting advice (the “2020 Final Rules”) provided by proxy advisory firms, or proxy...more
In 2016 the SEC adopted proposed rules related to use of universal proxies in contested director elections. The SEC has now adopted final rules. The SEC also adopted changes to the form of proxy and proxy statement...more
The SEC Division of Corporation Finance announced it has rescinded Staff Legal Bulletin (“SLBs”) Nos. 14I, 14J and 14K after a review of staff experience applying the guidance in them. Public companies relied on the guidance...more
ISS has published proposed policy changes for 2022 for public comment. The following summarizes proposed changes for the U.S. market....more
11/9/2021
/ Board of Directors ,
Climate Change ,
Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Policy Statement ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Voting Rights
In 2015 the SEC proposed rules to implement Section 954 of the Dodd-Frank which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the SEC to adopt rules directing the national securities exchanges...more
10/15/2021
/ Clawbacks ,
Comment Period ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Financial Stimulus ,
Incentive Compensation ,
Material Misstatements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Securities Violations
Our preliminary list of important planning considerations for the 2022 proxy season is set forth below. -
Directors’ and Officers’ Questionnaires; Committee Charters -
We have identified only a few possible changes...more
9/24/2021
/ Annual Meeting ,
Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Institutional Shareholder Services (ISS) ,
Listed Company Manual ,
MD&A Statements ,
NYSE ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC)
In 2010 the SEC issued an interpretive release on registrant’s disclosures related to climate change. Public pronouncements indicate the SEC s in the process of formulating updated rules. ...more
The SEC announced a settled enforcement action against Healthcare Services Group, Inc., John C. Shea, CPA, and Derya D. Warner regarding failure to make accruals for outstanding litigation. According to the SEC’s order...more
The NYSE recently amended its related party transaction rules to align with Regulation S-K Item 404. The one key difference from Regulation S-K was that the NYSE did not apply the $120,000 transaction threshold which...more
ISS has opened its annual benchmark policy survey. The survey usually foreshadows upcoming changes to its policies....more
The SEC has approved the Nasdaq board diversity rules. -
Diverse Board Representation -
In general, each Nasdaq listed company must have, or explain why it does not have, at least two members of its board of...more
By a razor thin vote of 215 to 214, the House of Representatives passed the ESG Disclosure Simplification Act of 2021....more
6/18/2021
/ Business Strategies ,
Capital Investments ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Pending Legislation ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Standards ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
Sustainable Finance
The Interfaith Center on Corporate Responsibility, James McRitchie and As You Sow have sued the SEC to invalidate the most recent amendments to Rule 14a-8 which permits small shareholders to submit proposals to public...more
The SEC announced a settled enforcement action concerning First American Financial Corporation’s violations of disclosure controls and procedures. The violations related to disclosures made in connection with a cybersecurity...more
6/16/2021
/ Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Escrow Accounts ,
First American Title Insurance Co. ,
Form 8-K ,
Personal Data ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Vulnerability Assessments
The House Financial Services Committee has approved the Climate Risk Disclosure Act of 2021. The bill now heads to the House floor....more
The Public Company Accounting Oversight Board has proposed a new rule provide a framework for its determinations under the Holding Foreign Companies Accountable Act, or the HFCAA....more
The House of Representatives has passed the “The Promoting Transparent Standards for Corporate Insiders Act” (H.R. 1528) by a vote of 355-69. The bill directs the Securities and Exchange Commission to study and report on...more
The House Committee on Financial Services is considering legislation on a number of matters that would affect public companies. ...more
4/20/2021
/ Business Strategies ,
Capital Investments ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Services Committee ,
Legislative Agendas ,
Publicly-Traded Companies ,
Quarterly Report ,
Regulatory Agenda ,
Regulatory Standards ,
Securities and Exchange Commission (SEC) ,
Sustainability
The SEC Division of Examinations has issued a Risk Alert to highlight observations from recent exams of investment advisers, registered investment companies, and private funds offering ESG products and services....more
John Coates, Acting Director, Division of Corporation Finance, issued a statement questioning the application of the safe harbor for forward looking information in the Private Securities Litigation Reform Act (PSLRA) to a...more
The PCAOB has released a publication captioned “Audit Committee Resource: 2021 Inspections Outlook.” The purpose of the three-page publication is to assist audit committees in engaging in informed dialogue with their...more
The NYSE has amended the Listed Company Manual regarding shareholder approval requirements for the issuance of securities and certain related party matters. The SEC approved the amendments on an accelerated basis....more
4/6/2021
/ Common Stock ,
Corporate Governance ,
Financial Markets ,
Listed Company Manual ,
Listing Rules ,
NYSE ,
Popular ,
Publicly-Traded Companies ,
Related Parties ,
Securities Regulation ,
Shareholder Approval ,
Shareholders
The SEC issued two pieces of guidance on special purpose acquisition companies, or SPACs. One piece, styled as a statement by Paul Munter, Acting Chief Accountant, speaks to financial reporting and auditing considerations of...more