Reg Flex Agenda Hints at Timing of SEC Action on Rule Proposals

Many of our members have asked about when the SEC might act on the many pending rule proposals it has offered up in the past several months. Yesterday, the SEC announced ...

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Financial Reporting: Out-of-Period Adjustments Hit New Low

When an error in a company’s financial statements is clearly immaterial to both the current and prior period, it may be addressed through an out-of-period adjustment, ...

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SEC’s Climate Disclosure Proposals: Expand Attestation to Scope 3 Emissions Data?

While the SEC’s Scope 3 emissions disclosure proposal has its detractors, there are also some who want to see the proposed Scope 3 disclosure requirement enhanced. ...

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SEC Enforcement: SCOTUS Denies Cert in Case Challenging SEC ‘Gag Orders’

In April, I blogged about a cert petition seeking SCOTUS review of the SEC’s use of “gag orders” in connection with the settlement of enforcement proceedings. ...

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SEC Request for Comment: Should Index Providers Be Regulated as Investment Advisers?

Yesterday, the SEC announced that it is seeking public comment on the activities of certain “information providers” — such as index providers, model portfolio ...

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Human Capital: Practical Ways for Boards to Understand ‘Worker Voice’

America’s labor shortage is getting lots of attention. A recent analysis from the U.S. Chamber points out some industry differences, while Forbes blames retiring ...

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‘Pass-Through’ Voting: BlackRock Has Big Ambitions

Last fall, BlackRock unveiled a new Voting Choice program to give certain institutional investors the option to vote the shares that they hold through BlackRock index ...

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Say-on-Climate: Voting Results Don’t Tell the Whole Story

Last week, a “say-on-climate” vote passed with 96% approval at Caterpillar (hat tip to Maynard’s Bob Dow for alerting us). Management recommended in favor of the ...

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SEC Chair Gensler on Market Structure

SEC Chair Gary Gensler generated a lot of headlines with a speech that he gave at the Piper Sandler Global Exchange Conference on Wednesday. Gensler outlined the SEC’s ...

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SEC Acting Chief Accountant Issues Statement on Auditor Independence

Paul Munter, the SEC’s acting chief accountant, issued a statement recently that focused on auditor independence. In the statement, Munter explains the auditor ...

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Glossy Annual Reports to Appear on EDGAR!

The same adopting release that brings us mandated electronic filing of Form 144 also will require the electronic filing of the “glossy” annual report required under ...

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SEC to Require Electronic Filing of Form 144

One of the last vestiges of the paper filing world is (mostly) disappearing. On Friday, the SEC adopted several amendments to the rules governing electronic filing and ...

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Outside Directorships for Non-CEOs: Best Practices

The board composition report from Heidrick & Struggles that I recently blogged about noted that companies are looking to add directors whose backgrounds combine a ...

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SEC’s Cybersecurity Proposal: Issues for Boards

The SEC hasn’t acted on its recent cybersecurity rulemaking proposal, but it seems apparent that any rules the agency adopts will ratchet up the demands on companies ...

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Risky Business? SEC Launches Game Show-Themed PSAs

The SEC’s Office of Investor Education and Advocacy announced yesterday that it was launching a series of game show-themed PSAs to help investors make informed ...

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Restatements Soared in 2021 — And It’s All On SPACs!

Last year, Audit Analytics reported that 2020 saw the lowest percentage of financial restatement disclosures (Big “R” and Little “r”) in the 20 years that Audit ...

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Non-Audit Services: EY Considers a Breakup

In what could be a very bold move — with possible repercussions for other audit giants — EY is reportedly considering a split of its audit and advisory businesses. ...

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Human Capital: Lawmakers Push SEC to Require Expansive Standardized Data

U.S. Rep. Maxine Waters, D-California, who chairs the House Financial Services Committee, and U.S. Sen. Sherrod Brown, D-Ohio, who chairs the Senate Banking, Housing ...

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Climate Change Comments: The CII’s 38-Page Letter

Earlier this month, the SEC extended the deadline for its controversial climate change disclosure proposal. Thousands of comments have been received so far. While most ...

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ESG Fraud Hits Interviews in Banking, the NFL

Yesterday, I recorded a podcast with Chris McClure, the National Head of ESG Services at Crowe, about fraud in ESG. Only after that did I see the New York Times article ...

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One More Anniversary: The Sarbanes-Oxley Act!

When I was recounting all of the significant anniversaries in 2022 earlier this week, I definitely forgot a big one: the Sarbanes-Oxley Act! I hope all of the ...

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SEC Chair Requests More Resources

SEC Chair Gensler appeared before congressional committees this week to present the SEC’s fiscal year 2023 budget request. The SEC requests $2.149 billion, an 8% ...

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California Board Gender Diversity Law Ruled Unconstitutional

Last week, Judge Maureen Duffy-Lewis of the Superior Court of California, County of Los Angeles, found that SB 826, the California law requiring that ...

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Climate Change Proposal: The SEC’s Authority in the Spotlight

In my view, one of the more interesting letters submitted to date on the climate change rulemaking is one from a group of professors who examine the SEC’s authority to ...

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Privilege: Shielding Information from Your Directors?

Directors are fiduciaries and have the responsibility for overseeing the business and affairs of the company. In keeping with those responsibilities, directors generally ...

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SEC Climate Change Proposal: Small Business Weighs In

The SEC’s climate change disclosure proposal was on the agenda at last Friday’s meeting of the SEC’s Small Business Capital Formation Advisory Committee. As you ...

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Climate Change Proposal: SEC Extends Comment Period

Yesterday, the SEC extended the comment period for its controversial climate change disclosure proposal to June 17th. The comment period was scheduled to expire on May ...

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Enforcement: SEC Announces Crypto-Related MD&A Proceeding

On Friday, the SEC announced that it had initiated a settled enforcement proceeding against NVIDIA Corporation arising out of allegedly misleading MD&A disclosure ...

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SEC’s Rule 10b5-1 Proposal: Departure From Insider Trading Law?

I blogged earlier this week about a shareholder proposal that urged a company to impose additional restrictions on Rule 10b5-1 plans, which largely mirror the conditions ...

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Rule 10b5-1 Plans: Shareholder Vote Makes a Statement

If the comment letters from the likes of the Council of Institutional Investors, Colorado Public Employees’ Retirement Association and NYC Comptroller weren’t enough ...

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What Musk’s Twitter Deal Means for Stakeholder Capitalism

It’s impossible to know the internal machinations of any sensitive board decision, but there sure is a lot of speculation about how Twitter’s board arrived at ...

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SPACs: Exchanges Could Also Make Life Difficult

The SPAC market has been decidedly cooler this year — due to market conditions that are affecting all IPOs, yes — but also due to SEC skepticism that culminated in a ...

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SEC Climate Change Release: Will More Time Help?

This week, a group of 36 trade and industry associations submitted a comment letter to the SEC requesting that the Commission provide a substantial comment period for ...

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Cybersecurity Oversight: Batten Down the Hatches

On the heels of its March proposal on enhanced cybersecurity disclosure, the SEC announced earlier this week that it is allocating 20 additional positions to its newly ...

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War in Ukraine: Asking for the SEC’s Help

Earlier this month, the Ukrainian American Bar Association, Razom Inc. and the former Minister of Finance of Ukraine submitted a petition for rulemaking to the SEC, ...

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Chair Gensler and the Bond Market

Over seven years ago, I wrote an article for The Corporate Counsel titled “Still Your Father’s Oldsmobile: The SEC’s Recent Focus on the Corporate Bond Market,” ...

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Time to Prepare for Climate Change Rules?

I would be the first to admit that I usually say that it does not make much sense to begin preparing for compliance with new SEC rules when they are still in the ...

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What to Do with the COVID-19 Risk Factor?

As we begin the third year of the COVID-19 pandemic, the inevitable question arises with each reporting cycle: “Should we keep our COVID-19 pandemic risk factor and, ...

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Proposed 2022 DGCL Amendments Include Officer Exculpation

Some significant changes will be on the table when Delaware’s General Assembly considers the 2022 proposed amendments to the DGCL. Among other things, the proposed ...

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Form 10-Q: Reminders for the 1st Quarter of 2022

A Goodwin blog reminds 12/31 year-end filers that although they had to comply with the SEC’s 2020 MD&A amendments in their Form 10-K, this quarter’s 10-Q will be ...

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Regulation FD: Responding to a Potential Problem

It can happen to any public company — an executive is having a one-on-one with an investor or analyst and inadvertently discloses a tidbit of information that may be ...

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SPACs: Commissioner Peirce Calls Out Failure to Grant Acceleration Request

On April 14, 2022, a SPAC called Alberton Acquisition Corporation filed a Form 8-K announcing that its de-SPAC target had decided to terminate its merger agreement with ...

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Staff Comments: Russia’s Invasion of Ukraine

On her Twitter account, Olga Usvyatsky flagged a recent comment letter exchange between UPS and the Staff dealing with the potential impact of Russia’s invasion of ...

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Artificial Intelligence: The Next Corporate Governance Frontier

Eagle-eyed members may have noticed that we recently added an “Artificial Intelligence” Practice Area to the site. Shortly afterwards, Debevoise published a 5-page ...

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SEC Climate Change Proposal: Critics in Congress

It did not take long for several senators to come out in opposition to the SEC’s climate change rule proposal. Sen. Joe Manchin, D-West Virginia, perhaps not ...

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Another Control Deficiency for the SEC

In recent years, it seems the Commission has tried to be more transparent about its own control deficiencies. The Commission recently issued a statement providing ...

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Getting Your Annual Letter to Shareholders Right

Over on the Proxy Season Blog, Liz recently highlighted a topic that comes up time and time again at this time of year — what rules apply to the annual letter to ...

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Crypto: SAB No. 121 Addresses Accounting for Safeguarded Digital Assets

Corp Fin’s Accounting Staff recently issued SAB No. 121, which addresses the accounting treatment of safeguarded digital assets held by crypto platforms on behalf of ...

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Buybacks: Considerations for Volatile Times

If you’re thinking about initiating a stock repurchase during the current period of global turmoil and market volatility, be sure to check out the recent Skadden memo. ...

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Climate Change Proposal: What Will the Legal Challenges Look Like?

One thing about the SEC’s climate change rule proposal seems pretty certain: if the rules are adopted in their current form, they are going to face legal challenges. ...

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Ukraine Crisis: Guide to Cutting Business Ties with Russia

If your company or clients are among the ever-growing group of businesses looking to exit Russia after its invasion of Ukraine, you may want to take a look at the ...

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BlackRock’s Letter to Shareholders: Global Crisis No Match For Capitalism

You can imagine that Larry Fink, co-founder, Chair and CEO of the world’s largest asset manager, sat down six weeks ago to start outlining his letter to shareholders ...

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Third Time’s the Charm? SEC Reproposes Removing Credit-Rating References from Reg M

Yesterday, the SEC announced a 98-page release to repropose amendments to Regulation M that would remove the references to credit rating agencies from existing ...

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SEC Investigating Non-Audit Services

Our “Audit Fees” Handbook notes that shareholders tend to question auditor independence if a company’s proxy statement indicates that fees paid for non-audit ...

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The SEC’s Climate Disclosure Proposal is Here

Yesterday, the SEC issued its long-awaited climate disclosure proposal. The Commissioners voted 3-1 in favor of issuing the proposed amendments. This write-up from our ...

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A Pandemic Milestone: What Have We Learned?

We recently passed a significant milestone, the two-year anniversary of when the World Health Organization first characterized COVID-19 as a pandemic. We all no doubt ...

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SEC Trading and Markets Staff Issue Statement on Market Volatility

We have entered a period of highly volatile markets, and it certainly appears that more volatility is in store given recent economic shocks, the war in Ukraine and ...

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War in Ukraine: Key Accounting and Financial Reporting Challenges

A few weeks ago, I blogged about the general disclosure considerations for public companies arising from the war in Ukraine, including considerations for companies that ...

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Cybersecurity: SEC Proposes Cyber Disclosure Rules

The SEC recently announced that it was proposing a series of new rules focusing on enhanced disclosure of cybersecurity issues by public companies. Check out the ...

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SEC Enforcement: Accounting Actions Declined in 2021

According to a recent Cornerstone Research report, SEC & PCAOB accounting and auditing enforcement actions and monetary sanctions declined sharply in 2021. Here’s ...

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Financial Reporting: Going Concern Qualifications Hit a Record Low in 2020

According to an Audit Analytics report reviewing 21 years of “going concern” qualifications in public company audit reports, 2020 was a bit of a milestone year. ...

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Securities Lawyers’ Survey: Who Holds the Pen?

A recent article by Bloomberg Law’s Preston Brewer analyzes the results of a survey of in-house and outside securities, and capital markets lawyers concerning ...

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Lawsuit Shows Importance of Social Media Controls

In a webcast last year — “Cyber, Data & Social: Getting in Front of Governance” — we talked about the importance of social media oversight and controls. The ...

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BlackRock’s 2022 Engagement Priorities: Director Accountability For Long-Term Value

In a sign that the height of shareholder engagement season is approaching, BlackRock Investment Stewardship has released its 2022 Engagement Priorities. The asset ...

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SEC Proposes Monthly Disclosures About “Big Shorts”

On Friday, the SEC announced a proposal that would increase public info of short sale data. Even though I’ve been mainlining news alerts for about 8 hours/day this ...

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Warren Buffett Strikes a “Corporate Citizenship” Tone

Warren Buffett’s annual letter to Berkshire Hathaway shareholders came out this weekend. Although he says there wasn’t much “new or interesting” at the company ...

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The Conflict in Ukraine: More Disclosure Considerations

In yesterday’s blog we highlighted some of the disclosure considerations that could arise from the Russian invasion of Ukraine, but one issue that we did not address ...

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Conflict in Europe: Considerations for Public Companies

Overnight, Russia attacked Ukraine, despite intense efforts to find a diplomatic solution. The continuing tensions have prompted a spike in the price of oil and ...

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Regulation by Enforcement: BlockFi Flips the Script

Targets of SEC enforcement proceedings and advocacy groups have long complained about “regulation by enforcement.” Crypto evangelists have been particularly vocal ...

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Board Diversity: What About People with Disabilities?

Much of the discussion on board diversity issues has focused on race, gender and sexual preference, but this recent “Race to the Bottom” blog says more attention ...

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Crypto: If You Give a Mouse a Bitcoin…

I swear, I try to take crypto seriously — I really do. I mean, there are trillions of dollars being invested in it and lots of smart people think it’s the future. ...

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Universal Proxy: Language for this Year’s Proxy Statement

While the universal proxy rules won’t go live for most companies until next year, a Goodwin blog recommends including some language in this year’s proxy about next ...

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Section 13(d) Reform: SEC Proposal Has Arrived!

Even before SEC Chair Gary Gensler was officially confirmed to his current office, people were predicting that Section 13(d) reform would be high on his list of ...

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Rule 10b5-1: The Limits of an Affirmative Defense

The SEC has proposed significant changes to Rule 10b5-1 that may make complying with its requirements much more challenging. But despite a lot of commentary to the ...

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Settling Trades: SEC Proposes “T+1”

The SEC announced yesterday that the Commissioners voted to propose “market plumbing” rules that would shorten the settlement cycle for most broker-dealer ...

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Moralized Corporate Governance: How Codes of Ethics Are Changing

Codes of ethics are adapting to ESG issues: The average length of ethics codes increased from 6,054 words in 2008 to 7,821 words in 2019, an average increase of 29 ...

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Climate Disclosures: Changes in Response to Staff Comments

When we last checked in on Corp Fin’s review of filings for climate change disclosure, many of the reviews appeared to be ongoing. A Bloomberg Law article highlights a ...

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Delaware to Allow Use of Captives for D&O Insurance

Late last month, the Delaware legislature amended Section 145(g) of the Delaware General Corporation Law to clarify that the definition of insurance includes captives, ...

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Political Spending Oversight: Five “Best Practices”

Shareholder proposals that seek enhanced “political spending” disclosure garnered high levels of support last year, and I recently blogged on our “Proxy Season ...

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PRI’s Responsible Political Engagement Guidance

The Principles for Responsible Investment recently released its publication “The Investor Case for Responsible Political Engagement.” The PRI describes this ...

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The PCAOB Establishes Two Advisory Groups

The PCAOB has announced that it created of two new advisory groups — the Investor Advisory Group and the Standards and Emerging Issues Advisory Group. The PCAOB says ...

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SEC Staff Report on Credit Rating Agencies Addresses ESG Risks

Yesterday, the Staff issued its annual Staff Report on Nationally Recognized Statistical Rating Organizations (NRSROs), providing a summary of the Staff’s examinations ...

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NYSE Proposes Listing Standard for Rights

Last week, the NYSE proposed a new listing standard to rights. Currently, Section 703.03 of the NYSE Listed Company Manual provides for the unlisted trading of ...

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P4P Proposal: SEC Reopens Comment Period

Yesterday, the SEC announced that it was reopening the comment period for the Dodd -Frank-mandated pay-for-performance disclosure rules that the agency proposed way back ...

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Exclusive Forum Bylaws: 7th Cir. Says Companies Can’t Use Bylaws to Dodge 14(a) Claims

Section 27(a) of the Exchange Act vests federal courts with exclusive jurisdiction over claims arising under that statute. What happens when a company adopts a bylaw ...

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Insider Trading: SEC Prevails on Novel “Shadow Trading” Theory

The SEC recently scored a big win on the insider trading front, when a California federal court endorsed its novel “shadow trading” theory as the basis for a Rule ...

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Cybersecurity: SEC Chair Gensler Eyes New Disclosure Requirements

It’s no secret that rule amendments to enhance cybersecurity disclosure are on the SEC’s agenda, but in a speech yesterday at Northwestern Law School’s annual ...

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Non-GAAP: Want to Back Out Bitcoin? Staff Says “Fuggedaboutit”

I’ve previously blogged about some of the uncertainties involved in how to account for digital assets. In light of those uncertainties and Bitcoin’s volatility, ...

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NYSE: Annual Compliance Reminders

The NYSE has sent its “annual compliance guide” to listed companies to remind them of their obligations on a variety of topics and summarize developments since last ...

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Hybrid Shareholder Meetings: Here to Stay?

Several in-house people I’ve spoken with have said that having to plan a hybrid annual shareholder meeting would be the “worst of both worlds.” This format ...

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BlackRock Threads the Needle: Takeaways for Companies

Yesterday, BlackRock CEO Larry Fink rounded out the guidance we’ve seen over the past week from the “Big 3” asset managers, by sending his annual letter to ...

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Vanguard’s ’22 Voting Policies: Overboarding, Board Diversity & More

On Friday, Vanguard posted its 2022 proxy voting policies for US portfolio companies – which go into effect March 1st. Like SSGA, Vanguard’s updates also address ...

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Time to Review Your Insider Trading Policy?

One of the many interesting topics that came up during our webcast “Rule 10b5-1 & Buybacks: Practical Impacts of SEC’s Proposals” earlier this week (a replay ...

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State Street Announces 2022 Priorities

State Street Global Advisors released its annual letter to board members of portfolio companies outlining the engagement issues that SSGA will prioritize this year. The ...

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SEC Climate Change Comment Letters: Where Do They Stand?

A member recently asked in our Q&A Forum where things stand with the SEC’s review of filings for climate change disclosure. This focused review effort by the ...

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SEC Comment Periods Draw More Attention: Two Politicians Weigh In

In yesterday’s blog, I mentioned how the relatively short comment periods contemplated for the SEC’s recent rulemaking proposals have drawn some attention, even ...

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More Federal Register Delays?

At around this time last year, we were all wondering when the SEC’s financial information and MD&A rulemaking (which had been adopted in November 2020) was going ...

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Crypto: Corporate Finance for Art’s Sake?

A company called Hygienic Dress League issued a press release earlier this week announcing that it was planning to raise capital through a Reg A+ offering. You’re ...

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Corporate Transparency: FinCEN Proposes Beneficial Ownership Information Reporting Regs

I’m sorry to disappoint those of you hoping to hear something from the SEC on its long-anticipated 13(d) reporting reform proposal, but today I’m blogging about a ...

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Board Diversity: Boom Times for Director Candidate Training Programs

With corporate boards facing increasing pressure to improve diversity, a WSJ article says that training programs aimed at expanding the pool of potential director ...

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IPOs: 2021 Was a Banner Year — But What Does 2022 Have in Store?

According to EY’s recent Global IPO Trends Report, 2021 turned out to be another terrific year for IPOs. The report says that 2021 was the most active year for U.S. ...

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Restatements Hit 20-Year Low in 2020

According to a recent Audit Analytics report, 2020 saw the lowest percentage of financial restatement disclosures (Big R & Little r) in the 20 years that Audit ...

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SEC Notches Biggest SPAC Settlement Yet: $125 Million!

Last week, the SEC announced that electronic vehicle company Nikola had settled the Commission’s fraud proceedings against it for $125 million. The SEC is establishing ...

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NYSE Proposes Offering More “Freebies” to Listed Co’s

In addition to the proposed changes to NYSE listing fees, the SEC also posted notice of a proposed NYSE rule change to Section 907.00 of the Listed Company Manual. ...

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Retail ESG Activism: There’s an App For That

I’ve blogged a few times about the impact that retail investors could begin to have on proxy voting — there’s a write-up from last spring about how increasing ...

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Corp Fin Publishes Sample Letter to China-Based Companies

Yesterday, the Staff of the Division of Corporation Finance published a sample letter highlighting comments issued to companies that are based in, or that have the ...

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Rule 10b5-1: SEC Proposes Amendments to Conditions and Disclosure Requirements

Yesterday, the SEC issued proposed amendments to Rule 10b5-1 and related rules imposing new conditions and disclosure requirements for Rule 10b5-1 plans and securities ...

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DOJ Launches Investigation of Short Sellers

Not that I’m crying any crocodile tears for short sellers, but 2021 hasn’t been the greatest of years for them. The meme stock crowd handed short sellers their lunch ...

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Shareholder Proposals: Corp Fin Returns to Written Responses to No-Action Requests

A couple of years ago, Corp Fin initiated a policy under which some Rule 14a-8 no-action requests received an oral response only. Yesterday, Corp Fin announced that it ...

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Restatements: “Little r” Determinations Draw Staff Attention

Liz has already blogged a couple of times about Acting Chief Accountant Paul Munter’s statement recapping the OCA’s 2021 activities. For a blogger, this thing is one ...

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Revenue Manipulation: You Can’t Choose Your Numbers In Advance

I blogged earlier this week about current focus areas for the SEC’s Office of the Chief Accountant. One of those focus areas is revenue recognition — and on the same ...

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Global Investors Launched a “Corporate ESG Data” Library

With the SEC continuing to signal that it will likely propose climate disclosure rules in the near future for U.S. public companies, this is an interesting ...

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ISS Issues 2022 Policy Updates

Yesterday, ISS announced its policy updates for next year. Here are highlights from the 17-page executive summary: Say-on-Climate Management Proposals: ISS is ...

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Investors Pressure ISS to Adopt Stricter Climate Voting Policies

Investors representing over $2 trillion in assets under management are urging ISS to take a stricter stance on climate progress in its upcoming policy updates, according ...

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SEC Adopts Final Rules under the Holding Foreign Companies Accountable Act

Yesterday, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act. These ...

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SEC’s Chief Accountant Recaps Activities & Priorities: What a Year!

Yesterday, the SEC’s Acting Chief Accountant, Paul Munter, issued a statement to recap the 2021 activities of the Office of the Chief Accountant — and preview what ...

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Proxy Contests: SEC Mandates Universal Proxy Cards!

Yesterday, the SEC announced that it had adopted final rules that will require parties to proxy contests to use “universal” proxy cards that list all director ...

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Glass Lewis: New 2022 Policy Updates Cover Board Diversity & Post-SPAC Governance

In another sign that proxy season will be here before we know it, Glass Lewis announced this week that it has released its 2022 Proxy Voting Policy Guidelines. These ...

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UK Investors Warn Auditors of “Against” Votes If They Don’t Integrate Climate Risks in Financials

A coalition of UK-based investors representing $4.5 trillion recently announced – just ahead of the COP26 summit – that it had sent letters to PwC, Deloitte, KPMG ...

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Survey Results: Insider Trading – COVID-19 Adjustments

Here are results from our recent survey on COVID-related adjustments to insider trading policies: 1. Who owns/administers your company’s insider trading policy ...

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SEC Seeks to Halt 1934 Act Registration of Tokens

The ongoing regulatory push and pull over digital tokens just took another strange turn. On Wednesday, the SEC announced that it had instituted administrative ...

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Climate Change Comment Letters: Round Two

As we have previously reported, over the past few months, companies across a wide range of industries have been receiving comments from the Corp Fin Staff that are ...

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SEC Appoints New PCAOB Board Members

Yesterday, the SEC announced the appointments of Erica Y. Williams as Chairperson and Christina Ho, Kara M. Stein, and Anthony (Tony) C. Thompson as Board members of the ...

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Electronic Filing Proposal: The SEC Wants Your Glossy Annual Report Again…

Yesterday, the SEC announced a rule proposal that would update its electronic filing requirements to mandate the EDGAR submission of certain documents that filers still ...

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ISS Seeks Comments on Benchmark Voting Policy Changes

Last week, ISS announced that it is seeking comments on its proposed voting policy changes for 2022. The comment period runs through November 16. As usual, ISS seeks ...

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Shareholder Proposals: New Staff Legal Bulletin a Game Changer for ESG-Related Proposals?

Yesterday, Corp Fin issued Staff Legal Bulletin 14L, which rescinds Staff Legal Bulletins 14I, 14J and 14K, and effectively takes a sledgehammer to four years of ...

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Annual Reporting: Don’t Read New MD&A Rules in a Vacuum

Last year, the SEC amended Reg S-K’s financial disclosure rules, including several provisions of Item 303, which governs the content of the MD&A section of ...

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Messin’ With Asset Managers: BlackRock Prankster Hits Vanguard

Remember a few years ago, when a counterfeit letter purporting to be from BlackRock’s Larry Fink hit the street? Well, the folks who did that apparently had so much ...

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White Collar: DOJ Announces Corporate Criminal Enforcement Policy Changes

In a recent speech to the ABA’s Annual White Collar Institute, Deputy AG Lisa Monaco announced some significant changes to the DOJ’s corporate criminal enforcement ...

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Auditor Independence: Stay Vigilant

The SEC’s Acting Chief Accountant, Paul Munter, issued a statement earlier this week. I might be reading too much into it, but when public statements are issued out of ...

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Board Composition: New Directors Are More Diverse, But Turnover Still Rare

A WSJ article recaps findings from the annual Spencer Stuart Board Index and The Conference Board’s annual Corporate Board Practices analysis. The big takeaway from ...

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How BlackRock’s Client-Directed Voting Could Benefit Activists

A few short weeks ago, BlackRock announced a big change to how its institutional investor clients can vote. We’ve already written three follow-up blogs! We’ve ...

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Ransomware: Board Guide for Whether to Pay

Ransomware attacks are getting more common — and responding to them is getting more difficult in light of attackers’ new techniques and regulators taking steps to ...

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Cybersecurity Awareness Month: Is Your Cybersecurity Disclosure in Good Shape?

It is my favorite time of year — the leaves are changing colors, there is a slight chill in the air and my thoughts inevitably turn to — cybersecurity? October is ...

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PCAOB’s Inspection Observations: What Audit Committees Should Know

The PCAOB recently published a 14-page summary of observations on its 2020 inspections of public accounting firms. The report highlights obstacles and good practices at ...

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The Drama Never Ends: NAM Sues SEC on Proxy Advice Rules

During the “SEC All-Stars” panel at last week’s Proxy Disclosure Conference, I spoke on the topic of proxy plumbing. I commented on how the SEC issued the proxy ...

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Beefing Up the SEC: House Committee Considers Budget Boost

As long as I can remember, the SEC’s budget has been a political football. Despite the SEC’s earnest requests for self-funding over the years (the SEC has ...

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Meme Stocks: These Aren’t the Droids You Are Looking For

Yesterday, the SEC Staff released a report on the meme stock craze that occurred earlier this year. The report delves into the conditions that led to extreme price ...

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SEC Reopens Comment Period on Clawback Rule Proposal

One of the topics that I discussed on the SEC All Stars panel at Friday’s 18th Annual Executive Compensation Conference was the SEC’s reopening of the comment period ...

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BlackRock’s Voting Change: Not Such a Big Deal?

Liz blogged last week about BlackRock’s decision to give certain institutional investors the option to vote the shares they hold through BlackRock’s index funds. She ...

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Filing Fees: SEC Adopts Rules Modernizing Fee Payment Process

Yesterday, the SEC announced that it had adopted rules designed to modernize the filing fee process. Those fees are required for registered offerings, tender offers, and ...

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Risk Oversight: Caremark and COVID-19 Mandates

The Delaware Chancery Court’s decision in the Boeing case is the latest in a series of cases suggesting that — as Liz put it in a recent blog — we’re in an era ...

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Big News: BlackRock Gives Institutional Investors More Say in Voting

On the heels of last week’s SEC proposal for enhanced proxy voting disclosure, yesterday BlackRock announced that it will give institutional index investors, such as ...

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D&O Questionnaires: Exchange-Related Updates

A Stinson blog highlights things to think about for the upcoming proxy season. Here’s an excerpt discussing a few things to watch for in D&O ...

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It’s Not Just You: Proxy Season Is Getting Harder

A recent Squarewell Partners report (download required) of the 100 largest US & European companies by market cap confirms that things are getting back to ...

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NYSE Makes Juneteenth a New Market Holiday

On Thursday, the SEC posted notice & immediate effectiveness of an NYSE proposal to make Juneteenth National Independence Day an Exchange holiday. As Lynn blogged ...

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ISS Policy Survey Results: Investors Divided on Racial Equity Audits, But United on Problematic “Virtual Meeting” Practices

On Friday, ISS announced the results of its 2021 benchmark policy survey. 159 investors responded — as well as 246 companies, directors, advisors and other ...

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Is it Time for a Disclosure Committee Tune-Up?

I am a big believer in the saying “if it ain’t broke, don’t fix it.” I am not entirely sure where this saying comes from (and trying to figure that out sent me ...

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Say-on-Climate: Could it be Say-on-Pay All Over Again?

Shareholder proposals relating to the environment had a big year during the 2021 proxy season. As noted in D.F. King’s Proxy Season Review and Fall Engagement Guide, ...

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Our Congress at Work: The Mind Your Own Business Act

It is good to know that, with major issues looming such as a government shutdown and the need to extend the debt ceiling, some of our representatives in Congress are ...

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Shutdown Showdown: Preparing for an SEC Shutdown

This is a big week in Washington. Congress is working through a number of significant pieces of legislation, including funding the government for fiscal 2022 (the ...

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Is Three Months Enough Time to Achieve Rule 15c2-11 Compliance?

Commissioner Hester Peirce issued a statement on Friday supporting the Trading and Markets Rule 15c2-11 no-action letter, but disagreeing with the very short extension ...

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Enforcement: SEC Investigates Human Capital Disclosures

Earlier this week, Activision Blizzard confirmed media reports that it was the subject of an SEC investigation concerning “the company’s disclosures regarding ...

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Climate Change: Corp Fin Gives a Heads Up on Potential Comments

Earlier this year, Acting SEC Chair Allison Herren Lee issued a directive to the SEC’s Division of Corporation Finance to enhance its focus on climate-related ...

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ESG: The Mega Asset Managers Crack the Whip

According to a recent CFO Dive article, everybody’s largest shareholder is running out of patience with the pace of ESG disclosures. Here’s an excerpt: BlackRock, ...

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Direct Listings: Ninth Circuit Says Purchasers May Bring Section 11 Claims

Some commenters have suggested that one of the advantages of a direct listing might be the ability to insulate companies and other potential IPO defendants from Section ...

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IPOs: “ESG” is the Magic Word for Better Pricing

Speaking of word choices, it turns out that there’s a magical incantation for better IPO pricing, and a Mayer Brown blog reports that a recent study says it’s ...

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SEC Whistleblowers: New $110 Million Award Pushes Total Payouts Over $1 Billion

Lynn predicted several months ago that this would be the year that the SEC would surpass the $1 billion mark for lifetime awards under its whistleblower program. That ...

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Workers on Boards: Time to Reimagine the Role of “Labor Investors”?

The Aspen Institute recently published a 34-page collection of essays that explore whether and how adding “employee directors” to boards would allow for better ...

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Risk Oversight In the Era of “Easier” Caremark Claims

Last week, Vice Chancellor Zurn of the Delaware Court of Chancery determined that the shareholder derivative litigation against Boeing’s board of directors could ...

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SEC Staff Wants a Closer Look at “Crypto Banking”

Dave blogged last month about SEC Chair Gary Gensler publicly committing to protect investors from fraud in the crypto space — a signal that he would be open to the ...

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Falling Off the Rule 15c2-11 Cliff

As we roll into (and through) September, the attention of some non-listed issuers will inevitably turn to an impending SEC rule change that could cause the quotation of ...

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A Framework for the Sustainable IPO

BSR, which describes itself as “an organization of sustainable business experts that works with its global network of the world’s leading companies to build a just ...

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SEC Enforcement Settles “Expense Management” Investigation

On Friday, the SEC announced a $62 million settlement with The Kraft Heinz Company. The settlement resolved an alleged expense management scheme that the SEC says ...

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“The Trouble With Tribbles”: The Potential Downside of the Rise of Retail

If you’re old enough to remember the original version of “Stark Trek,” you probably recall an episode called “The Trouble with Tribbles.” The plot involved a ...

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Enforcement: Financial Reporting and Auditing Cases

Credibility International recently released a report on 2020 SEC & PCAOB enforcement activity relating to financial reporting, auditing and accountants’ ...

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SPAC Disclosures: The IAC Has a Subcommittee For Those Too…

Last week’s IAC meeting must have been pretty busy, because in addition to the 10b5-1 reform recommendations, it also received a subcommittee’s draft recommendations ...

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IPOs: 2021 Tech and Life Sciences Report

A Wilson Sonsini report reviews IPO filing, pricing, and value statistics for 123 initial public offerings completed by U.S.-based technology and life sciences companies ...

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Flash Numbers: Staff Comment Objects to Disclaimer

It isn’t unusual to see a registration statement or a prospectus supplement include a recent developments section disclosing “flash numbers” — preliminary ...

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Insider Trading: Panuwat Case Will Test Whether “Shadow Trading” Is Legal

I blogged last week about the SEC’s insider trading case against Medivation’s former biz dev guy — and I confess I struggled with the headline! I wasn’t really ...

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BRT’s “Stakeholder Capitalism” Turns Two: What’s Changed?

It’s hard to believe we’ve spent only two years analyzing the decision of 200 CEOs to sign the Business Roundtable’s “Statement on the Purpose of a ...

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NYSE Amends Its “Related Party Transaction” Rule… Again

Lynn blogged a few months ago about a change to Section 314.00 of the NYSE Listed Company Manual that was causing some hand-wringing. The new rule not only required ...

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PSTH Lawsuit: “SPACmageddon” or Something Less?

The weekend edition of the NYT Dealbook took a deep dive into the SPAC revolution and notes that we may start seeing a new type of blank-check entity called a SPARC ...

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Ransomware: More Than One-Third of Organizations Worldwide Were Attacked In The Last Year

More than one-third of organizations worldwide have experienced a ransomware attack or breach in the last year, according to a survey announced recently by International ...

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Diversity: Boards & the “Lavender Ceiling”

Despite the current focus on diversity at the board level and throughout organizations, “sexual orientation” isn’t captured by EEO-1 reports and the ...

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Retail Investor Q&A: Coming Soon to an Earnings Call Near You?

Last week, Robinhood announced (on its company blog) that it agreed to buy Say Technologies — the platform that makes it easier for retail shareholders to vote proxies ...

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Insider Trading: Misappropriation Case!

Yesterday, the SEC announced insider trading charges against the former head of biz dev at a mid-cap company that was acquired at a premium five years ago. The guy was ...

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Hypothetical Cyber Risks: SEC Enforcement Gives a Million Dollar Reminder

Yesterday, the SEC announced a $1 million settlement related to “cyber breach” risk factor disclosures and inadequate disclosure controls and procedures. Here are ...

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Human Capital Disclosures: Responses to Corp Fin Comments

Although the SEC hasn’t defined “human capital,” it does require companies to provide info about those resources, to the extent that info is material to the ...

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Board Governance: Nominating & Governance Committee Priorities

A recent Spencer Stuart Survey of nominating/governance committee chairs sheds some light on their priorities during the current year. In early 2021, the firm surveyed ...

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Whistleblower Hoax: Mystery Solved?

Our friends at WilmerHale tipped us off to this email message, which purports to be from the author of the hoax whistleblower emails received by a number of public ...

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Shareholder Proposals: Benefit Corp. Conversions

One of the emerging items on this year’s shareholder proposal agenda has been requests for companies to convert to benefit corporations. Here’s an excerpt from a ...

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SPACs: Use of 10-K/As for Initial “Bad News” Disclosure

A recent Watchdog Research blog reports that there’s been a dramatic uptick in the use of Form 10-K/As as the vehicle for making initial disclosures of internal ...

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Board Diversity: SEC Okays Nasdaq Diversity Listing Standard

On Friday, the SEC voted to approve Nasdaq’s board diversity listing standard. As usual, the SEC was divided, with Commissioner Peirce dissenting and Commissioner ...

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Has the Risk Factors Section Become Shorter?

As part of last year’s flurry of SEC rulemakings, the Commission adopted amendments to Item 105 of Regulation S-K that were intended to make risk factor disclosure ...

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More SEC Tea Leaves: Clues on Climate Risk Disclosure

Last week, SEC Chair Gary Gensler made remarks at the Principles for Responsible Investment “Climate and Global Financial Markets” webinar that provide the most ...

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A Crypto Power Grab?

A perennial topic of discussion and speculation has been the role that the SEC should play in regulating the ever-expanding world of digital assets. What to some appears ...

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SEC Chair Announces More Disclosure for China-based Companies

On Friday, SEC Chair Gensler issued a statement highlighting disclosure concerns with China-based companies, prompted by recent actions taken by the government of the ...

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The Whistleblower Imposters: Nothing to Celebrate

Unfortunately, companies must continue to be on guard for bogus whistleblower complaints. As Liz first noted back in June, companies began receiving a variety of bogus ...

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Survey Results: Human Capital Management & Metrics

As we look toward the Form 10-K deadline for June 30th companies, here’s a reminder of our benchmarking survey on “human capital” disclosures. The responses below ...

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Private Placements: Broker Fined for “General Solicitation”

Last week, FINRA settled a case with a broker-dealer who allegedly solicited and sold shares to 16 investors in over half a dozen Rule 506(b) offerings — because they ...

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Record-Setting IPO Activity: Turning My Frown Upside Down!

Robinhood — the app that set retail stock trading on fire — is itself going public this week. Here’s the Form S-1, which says that the company plans to sell up to ...

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Proxy Advisors: Do Their Clients Cast Informed Votes?

The theory behind the proxy advisory industry is that it helps its clients fulfill their fiduciary duties by allowing them to vote their shares in accordance with what ...

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Climate Change Disclosure: State AGs on the Prowl

Most of us look at climate change disclosure obligations in the context of what the SEC now requires or what the agency will require in the future. A Winston & ...

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BlackRock’s Support for Shareholder Proposals Doubles

BlackRock just issued its 2021 Stewardship Report and it’s an eye opener, particularly when it comes to the giant asset manager’s support of shareholder proposals ...

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IPOs: So, Homeless Public Companies Are a Thing Now?

An Olshan blog addresses a topic I’ve been meaning to comment on for some time now. I’ve always thought that one of the most straightforward disclosure requirements ...

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Climate Change: Lots of Corporate “Hot Air”?

According to a recent Ceres report, while companies are making earnest statements about their efforts to combat climate change, a lot of what they’re saying is hot ...

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Cybersecurity: Preparing for an SEC Rule Proposal

The SEC’s latest Reg Flex Agenda included proposing rule amendments to “enhance issuer disclosures regarding cybersecurity risk governance.” The SEC has targeted ...

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Risk Factors: Updating For This Quarter’s 10-Q

With Form 10-Q deadlines just around the corner for many companies, a Bryan Cave blog provides a reminder about the need to take a hard look at prior risk factor ...

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Meme Stocks: AMC Apes Say “No” to More Stock for Their Silverback

Last month, I blogged about AMC’s efforts to cultivate the meme stock “apes” who’ve pushed the company’s valuation to staggering heights. Part of that effort ...

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