SEC Commissioner Robert J. Jackson Jr. recently gave his views on stock buybacks. Much of the speech focused on Rule 10b-18 which is used by public companies when conducting stock buybacks. ...more
The Economic Growth, Regulatory Relief, and Consumer Protection Act (S. 2155), which is primarily aimed at easing regulations on community banks, also contains provisions designed to facilitate capital formation. President...more
5/25/2018
/ Blue Sky Laws ,
Capital Formation ,
Dodd-Frank ,
Economic Growth Regulatory Relief and Consumer Protection Act ,
Financial Regulatory Reform ,
Initial Public Offering (IPO) ,
New Legislation ,
Preemption ,
Publicly-Traded Companies ,
Regulation A ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
The SEC has issued a series of frequently asked questions, which in SEC speak are referred to as Compliance and Disclosures Interpretations (or C&DIs for short), on proxy statements and proxy solicitations. ...more
The SEC previously noted in a Compliance and Disclosure Interpretation that financial measures included in forecasts provided to a financial advisor and used in connection with a business combination transaction are not...more
An advocacy group, Public Citizen, has requested the SEC to investigate irregularities and inconsistencies in pay ratios reported by public companies. According to the group’s press release...more
In February 2018 the SEC outlined its views with respect to cybersecurity disclosure requirements under the federal securities laws as they apply to public reporting companies. Set forth below is a checklist of items included...more
3/6/2018
/ Cyber Attacks ,
Cyber Crimes ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Data Security ,
Disclosure Requirements ,
Financial Statements ,
Hackers ,
Insider Trading ,
Investment Adviser ,
MD&A Statements ,
New Guidance ,
Personally Identifiable Information ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC)
Just as proxy season gets into full swing, the SEC has helpfully approved a modification to the NYSE’s rules regarding physical delivery of proxy material to the Exchange. ...more
Institutional Shareholder Services Inc., or ISS, announced the launch of Environmental & Social QualityScore, a new component of ISS’ corporate profiling and scoring solution for institutional investors....more
Public companies with fiscal quarters ended December 31, 2017, but not fiscal year ends, are beginning to make disclosures showing the effects of the Tax Cuts and Jobs Act in recently filed Form 10-Qs in accordance with SAB...more
In its annual guidance memo for listed companies, the New York Stock Exchange (NYSE) announced its new rule regarding notification of dividends and stock distributions will be effective February 1, 2018. ...more
As we noted, the NYSE proposed, and the SEC approved, a rule change to require NYSE listed companies to provide notice to the NYSE at least ten minutes before making any public announcement with respect to a dividend or stock...more
FASB received unsolicited input from banks and insurance companies and related trade groups on the accounting for what is referred to as the Tax Cuts and Jobs Act. Based on the input, FASB has tentatively decided to revise...more
1/15/2018
/ Accounting Standards ,
Banks ,
Comment Period ,
FASB ,
Financial Statements ,
GAAP ,
Insurance Industry ,
New Legislation ,
Popular ,
Publicly-Traded Companies ,
Tax Cuts and Jobs Act
Disclosures regarding the new tax act, often referred to as the Tax Cuts and Jobs Act or TCJA, continue to be prominent in SEC filings. Set forth blow is an explanation of the often obscure GAAP accounting driving many of the...more
1/2/2018
/ Compensation & Benefits ,
Corporate Taxes ,
Disclosure Requirements ,
Executive Compensation ,
Financial Statements ,
Form 8-K ,
Fringe Benefits ,
GAAP ,
Income Taxes ,
MD&A Statements ,
Net Operating Losses ,
New Legislation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Planning ,
Tax Rates ,
Tax Reform ,
Trump Administration
Calculating pay ratios for public companies can be a difficult and time-consuming project. While recent interpretative guidance from the Commission has provided additional flexibility in this process, public companies still...more
Apple sought to exclude a shareholder proposal regarding the establishment of a Human Rights Committee on the basis that it involved the company’s ordinary business operations under Rule 14a-8(i)(7)....more
According to the SEC in an order settling an enforcement action, Alan Shortall was CEO and Chairman of Unilife Corporation, a Nasdaq listed issuer. According to the SEC, Shortall arranged for Unilife to make personal payments...more
12/27/2017
/ Advances ,
Corporate Officers ,
Directors ,
Enforcement Actions ,
Financial Transactions ,
Form 10-K ,
Loans ,
Misleading Statements ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Violations ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The new tax bill awaiting President Trump’s signature has unleashed a flood of disclosures in SEC filings. The new bill was unartfully renamed “To provide for reconciliation to titles II and V of the concurrent resolution on...more
12/22/2017
/ Disclosure Requirements ,
FedEx ,
Form 10-Q ,
Form 8-K ,
Income Taxes ,
Legislative Agendas ,
Pending Legislation ,
Publicly-Traded Companies ,
Tax Deferral ,
Tax Rates ,
Tax Reform ,
Trump Administration
Among other things, SEC Staff Legal Bulleting No. 14I provides guidance on excluding images from shareholder proposals. SLB14I provides the Division of Corporation Finance’s view that, consistent with recent no-action letter...more
The NYSE has filed a proposed rule with the SEC to amend the NYSE Listed Company Manual to modify requirements with respect to delivery of proxy materials to the NYSE. ...more
The SEC has approved the NYSE’s proposal to amend Section 202.06 of the Listed Company Manual to prohibit listed companies from issuing material news after the official closing time for the NYSE’s trading session until the...more
The SEC has approved the PCAOB’s standard regarding the communication of critical audit matters for public companies, referred to as CAMs, which will provide information in the audit report about matters arising from the...more
In the closely watch area of shareholder proposals, Apple is seeking to exclude a shareholder proposal regarding the establishment of a Human Rights Committee because it involves the company’s ordinary business operations...more
The U.S. Securities and Exchange Commission staff’s release of Staff Legal Bulletin No. 14I ahead of the upcoming proxy season appears to reflect several issuer-friendly modifications to the staff’s processing of no-action...more
The staff’s release of Staff Legal Bulletin No. 14I (“SLB 14I”) ahead of the upcoming proxy season, appears to reflect several issuer-friendly modifications to the staff’s processing of no-action letters seeking exclusion of...more
International Shareholder Services (ISS) has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season....more
10/30/2017
/ Comment Period ,
Director Compensation ,
Diversity and Inclusion Standards (D&I) ,
Employer Liability Issues ,
Equal Pay ,
Gender Discrimination ,
Gender Equity ,
Gender-Based Pay Discrimination ,
Institutional Shareholder Services (ISS) ,
Non-Employees ,
Pay Gap ,
Poison Pill ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Shareholders ,
Wage and Hour