Institutional Shareholder Services and Glass, Lewis & Co. released revised proxy voting guidelines in light of the Coronavirus (COVID-19) pandemic. This On the Subject details key implications for the 2020 proxy season...more
The Coronavirus (COVID-19) pandemic and the responses of governments and societies to the crisis are having a profound impact on public companies and capital markets worldwide. Such companies, including those in the United...more
3/29/2020
/ Annual Meeting ,
Board Meetings ,
Board of Directors ,
Capital Markets ,
Coronavirus/COVID-19 ,
Disclosure Requirements ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
European Central Bank ,
Filing Deadlines ,
Form 10-K ,
Form 8-K ,
France ,
Germany ,
Poison Pill ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-T ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Time Extensions ,
United States ,
Virtual Meetings
In the third quarter of 2019, the SEC Staff announced major changes to the standard no-action request review and response process relating to shareholder proposals. In addition, the SEC expanded the availability of...more
10/18/2019
/ Accredited Investors ,
Benchmarks ,
Capital Markets ,
Emerging Growth Companies ,
Enforcement Actions ,
Inter-Bank Offered Rates (IBORs) ,
Investment Adviser ,
Market Participants ,
New Guidance ,
New Rules ,
No-Action Requests ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation D ,
Regulation FD ,
Rule 144A ,
Rule 14a-8 ,
Rule 501 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On August 20, 2019, the US Securities and Exchange Commission (SEC) charged TherapeuticsMD Inc., a Boca Raton, Florida, headquartered life sciences company, with violations of Regulation FD for sharing material, non-public...more
9/4/2019
/ Food and Drug Administration (FDA) ,
Life Sciences ,
Material Nonpublic Information ,
Policies and Procedures ,
Public Disclosure ,
Publicly-Traded Companies ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Settlement ,
Stock Prices
During the previous quarter, the SEC proposed new rulemaking to reduce the number of smaller companies that become subject to enhanced reporting requirements through “accelerated filer” and “large accelerated filer” status....more
7/16/2019
/ Accelerated Filers ,
Amended Rules ,
Blockchain ,
Capital Markets ,
Confidential Information ,
Cryptocurrency ,
Disclosure Requirements ,
FOIA ,
Food Marketing Institute v Argus Leader Media ,
Howey ,
ICFR ,
Investment Contract ,
Nasdaq ,
No-Action Letters ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Substantial-Competitive-Harm Test ,
Threshold Requirements
Although the SEC was closed during the first few weeks of the year, they came back strong to close out the quarter with a flurry of final and proposed rulemakings. Over the first quarter of 2019, the SEC adopted additional...more
4/16/2019
/ Anti-Fraud Provisions ,
C&DIs ,
Disclosure Requirements ,
EDGAR ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-Q ,
GAAP ,
Gender Equity ,
MD&A Statements ,
Nasdaq ,
NYSE ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Woman Board Members ,
XBRL Filing Requirements
On March 20, 2019, the SEC adopted amendments to existing rules that, among other provisions, permit the omission of certain confidential information from material contracts without separately requesting confidential...more
4/16/2019
/ Confidential Information ,
Disclosure Requirements ,
EDGAR ,
Financial Regulatory Reform ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
GAAP ,
Incorporated by Reference ,
MD&A Statements ,
Regulation S-K ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
XBRL Filing Requirements
On February 19, 2019, the SEC proposed a new rule, Rule 163B, that would allow all issuers to engage in “test-the-waters” communications prior to the effectiveness of a registration statement for a public offering. The...more
For many companies, closing out 2018 means it is time to prepare an annual report and shift attention to the upcoming proxy season. This is an opportune time to take a look back at rulemaking, interpretive guidance and...more
On December 18, the SEC adopted a final rule requiring companies to disclose in proxy or information statements for the election of directors any practices or policies regarding the ability of employees or directors to engage...more
Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC both recently issued their annual proxy voting guideline updates. As revised, these guidelines have important implications for companies preparing for the...more
The SEC issued Staff Legal Bulletin No. 14J on October 23, addressing the staff’s review of no-action requests from public companies seeking to exclude shareholder proposals from their proxy materials.
SLB 14J provides...more
The SEC has released a new report on cyber fraud, suggesting that public companies that fail to implement appropriate preventative measures risk violating the internal accounting control provisions of the Exchange Act....more
In the third quarter of 2018, California became the first state to mandate that public companies include at least one woman on their board of directors. In addition, the SEC staff withdrew prior guidance relating to...more
On September 30, 2018, California Governor Jerry Brown signed into law legislation designed to require publicly held corporations whose principal executive offices are located in California to have one woman on their boards...more
Last month, the SEC adopted amendments intended to facilitate the disclosure of information to investors, simplify compliance without significantly altering the total mix of information provided to investors, improve...more
10/1/2018
/ Broker-Dealer ,
Disclosure Requirements ,
Emerging Growth Companies ,
FASB ,
Financial Reporting ,
Foreign Investment ,
GAAP ,
Investment Adviser ,
Investment Company Act of 1940 ,
Investment Funds ,
Investors ,
PCAOB ,
Regulation A ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
US regulators have stepped up their activity in terms of enforcing the regulation of virtual currencies and on September 11, 2018, issued four relevant decisions: FINRA’s first disciplinary action involving cryptocurrencies;...more
Since the inception of Bitcoin in 2009, certain digital tokens (often referred to as cryptocurrencies) have been popularized as secure, decentralized and private alternatives to government-controlled currencies. More...more
During the previous quarter, the SEC acted to expand the number of companies that may rely on the “smaller reporting company” scaled disclosure regime and Congress directed revisions to the Regulation A+ and Rule 701...more
On June 28, 2018, the US Securities and Exchange Commission (SEC) adopted rule amendments that raise the thresholds in the “smaller reporting company” definition. Under the amendments, the public float threshold for...more
In a telling sign of current events, the SEC staff provided supplemental guidance related to the disclosure of cybersecurity risks and incidents, adding new commentary to its rules regarding disclosure and company controls....more
The end of a year and beginning of the next generally starts the countdown to the public company proxy season. But before moving into 2018, registrants would be well served by first looking back to the guidance that came out...more
During the previous quarter, the SEC confirmed that CEO pay ratio disclosure will go into effect as scheduled for the 2018 proxy season. They further announced a new policy permitting qualifying issuers to submit draft...more
The SEC recently confirmed that the new CEO pay ratio disclosure rules mandated in the Dodd-Frank Act will go into effect in the 2018 proxy season. To assist companies in preparation of the new disclosure, the SEC published...more
Nationalism and Cross-Border M&A: Navigating Populist Politics in Deal Making -
More than half of the G20 countries voted-in campaigns that focused on harming foreign, outside interests as a means to strengthen domestic...more
9/5/2017
/ ACOs ,
Acquisitions ,
Arbitration ,
Arbitration Awards ,
Artificial Intelligence ,
China ,
Customer-Loyalty Programs ,
Data Breach ,
Data Controller ,
Data Privacy ,
Due Diligence ,
EU ,
General Data Protection Regulation (GDPR) ,
Health Care Providers ,
Hospitals ,
India ,
Joint Venture ,
Long-Term Investment Funds ,
Mergers ,
Personal Data ,
Shareholders ,
UK