ESG: Corp Fin to Scrutinize Climate Change Disclosures

In news that may throw an 11th hour monkey wrench into the finalization of a number of 10-K filings, Acting SEC Chair Allison Herren Lee issued a statement yesterday in ...

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Electronic Signatures: Can You Authenticate Through Affirmative Reply Emails?

A Bryan Cave blog provides some helpful input about the SEC’s recently adopted electronic signature process – a topic that we’ve received a lot of questions about ...

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ESG: The Rise of Sustainable Finance

If that $732 billion number caught your eye, check out the Wachtell Lipton memo, which highlights how rapidly the market for ESG-related debt financing is growing and ...

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Form 10-K Selected Financial Data: Leave It In or Take It Out?

Compliance with the changes to Reg S-K’s financial disclosure rules doesn’t become mandatory until August 9th, but companies are permitted to early adopt the changes ...

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2021 Risks: “Business Interruption” Tops the List

Allianz has issued its annual “risk barometer” – which identifies the top 10 risks for the upcoming year based on a survey of nearly 2800 brokers, underwriters, ...

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Filing Relief for Texans: Case-By-Case, But Proceed With Caution

As a Minnesotan who relies heavily on heat and electricity during the winter months, I’ve been flabbergasted by this week’s dispatches from Texan friends and ...

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10b5-1 Plans: Senators Urge SEC Review

As a recent Cooley blog recounts, since the Rule 10b5-1 safe harbor was adopted 21 years ago, it’s been a magnet for controversy. In the wake of trading gains realized ...

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SEC Severs Enforcement Settlements & “Bad Actor” Waivers

Also last week, acting SEC Chair Allison Herren Lee issued a statement to reverse the Clayton-era policy of simultaneously considering enforcement settlements and ...

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Prep Time for Potential ESG Ratings Questions

Yesterday, I blogged about how investors want to see companies enhance ESG reporting. ESG ratings are just one information source but it’s an area highlighted by ...

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Investor Tips for Enhancing ESG Reporting

EY recently issued a report outlining investor expectations for the 2021 proxy season based on conversations with more than 60 institutional investors representing $38 ...

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Board Technology Committees: SolarWinds & Infodemic Reignite the Conversation

Last summer, Liz blogged about one take on what a “stakeholder” board could look like. She noted how some view re-examining the board’s structure as an opportunity ...

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Market Mania: Corp Fin Issues Sample Comment Letter

Yesterday, Corp Fin issued a sample comment letter for companies conducting securities offerings during times of extreme price volatility. The Staff cautioned that the ...

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Succession Planning: Reassuring Investors with Disclosure

CEO succession has been near the top of business news cycles lately – last week’s news about Jeff Bezos stepping down as Amazon’s CEO certainly played a part. One ...

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Rule 10b5-1 Plans: Glass Lewis Offers Up “Best Practices”

Rule 10b5-1 plans are one of the “great divides” between those of us who are lawyers for public companies and literally everyone else who follows public company ...

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PPP Loans: Appealing Denials of Forgiveness

According to an SBA press release, the agency has forgiven over $100 billion in PPP loans as of January 12, 2021, and has approved forgiveness for nearly 85% of the ...

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Human Capital Management Disclosure: Early Returns From 10-K Filings

Whenever a new disclosure requirement becomes effective, one of the first things people ask is – “what are other companies doing to comply with it?” A Willis ...

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Board Composition: Examining the “ESG” Skills Gap

With ESG gaining most of its momentum relatively recently, it’s not too surprising that the executive careers of many directors didn’t include a strong focus on ...

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ESG: Corporate Heavy Hitters Sign On to Stakeholder Metrics

Last week, the World Economic Forum announced that 61 companies signed-on the organization’s “Stakeholder Capitalism Metrics,” a set of ESG metrics and disclosures ...

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Market Mania: All is Well!

I was hoping to punt coverage of the amateur trading insanity to John’s blog rotation next week, but it seems notable that the SEC’s Acting Chair Allison Herren Lee ...

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Infodemic: We Only Trust Businesses Now

According to Edelman’s 2021 Trust Barometer, we are experiencing a “rampant infodemic” of misinformation and widespread mistrust of societal institutions around ...

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BlackRock Wants Climate Change Disclosure, ASAP

Larry Fink is sending his annual letter to CEOs this morning. It’s a little later than usual and I’ve been feeling like I was waiting for Moses to come down from the ...

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Edgar: Goodbye “Fake” Filings, Hello Reliability!

In August, Lynn blogged about amendments the SEC had proposed making to Reg S-T in order to promote the reliability and integrity of Edgar submission. The SEC recently ...

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Difficult D&O Pricing Environment: Consider Doubling SPAC D&O Premium Estimates

I recently blogged about how, during what is a challenging D&O pricing environment, some insurers are starting to look at company diversity practices. As the SPAC ...

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Financial Fraud Schemes: Familiar Common Themes

Throughout the last year, we’ve continued to read about SEC enforcement actions and the Enforcement Division’s continued focus on financial fraud. Many expect the ...

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Shareholders Approve Public Company Conversion to PBC – In a Landslide!

Last fall, Liz blogged about some of the possible benefits of B-corps. At that time, Veeva Systems had formed a board committee to explore becoming a public benefit ...

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Glass Lewis Refines Policy on Virtual Shareholder Meetings

In our webcast last week, one of the topics Courteney Keatinge, Glass Lewis’s Senior Director of ESG Research, talked about was the proxy advisor’s policy on virtual ...

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Financial Reporting: Mind Your XBRL Tags

There are few topics that make my eyes glaze over more quickly than anything related to XBRL. But in a recent FEI article, former SEC Chief Accountant Wes Bricker says ...

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Political Spending: Will the Pause Change the Game?

Last week’s attack on the Capitol – I still can’t believe I’m writing those words – has prompted many companies to hit pause on their political contributions. ...

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SEC Solicits Comment on NYSE Shareholder Approval Proposal

Last month, the NYSE submitted proposed amendments to its shareholder approval rules. On December 28th, the SEC issued a notice soliciting public comment on the proposed ...

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SEC Rulemaking: Will 2020’s Efforts Be Undone?

Our colleague Mike Gettelman blogged earlier this week about the prospect of recent SEC rulemaking being undone by the Congressional Review Act – a complicated and ...

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Board Self-Evaluations: Factoring 2020 Into the Equation

The calendar says it’s 2021, but the distressing events in Washington last week suggest that the 2020 dumpster fire continues to rage on unabated. A Bryan Cave blog ...

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IPOs: The Outlook for 2021

Baker McKenzie recently issued its 2020 IPO Report, which discusses the current year’s activity & the trends to watch for in 2021. Peak SPAC or not, it looks like ...

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Small-Cap Capital Formation: COVID’s “Roadshow” Impact

The SEC’s “Office of the Advocate for Small Business Capital Formation” — which covers emerging, privately-held companies up to small-cap public companies — ...

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Political Spending Disclosure: What BlackRock Wants to See

BlackRock’s Investment Stewardship team recently shared commentary on corporate political activities, which urges companies to provide transparent disclosure so that ...

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SolarWinds Hack: Assessing the Fallout

I blogged a few weeks ago about the need to double down on vendor management processes in light of the SolarWinds hack. We’re posting memos in our “Cybersecurity” ...

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More on “Blue Sky: New York Now Requires Form D!”

Last month, I blogged that companies conducting Rule 506 offerings in New York need to file a completed Form D through the NASAA Electronic Filing Depository in order to ...

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Nasdaq Direct Listing Proposal Awaits SEC Review & Consideration

Before last week’s holiday break, John blogged about the SEC’s approval of the NYSE direct listing proposal, and we’re posting memos about the new rule in our ...

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Prioritizing Employee Health & Safety: Are Chief Medical Officers Here to Stay?

John blogged not too long ago about how many consider the “S” in ESG the most difficult for companies to analyze and integrate. One aspect of “S” that is ...

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Vaccines: Possible Risk Factor for Some Companies

With distribution of vaccines underway, there’s increased hope that the other side of the pandemic will come and a recent Intelligize blog discusses whether some ...

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ESG Meets AMDG: The Council for Inclusive Capitalism

The NYT DealBook had a recent story about the Vatican’s new initiative with an international group of private sector, governmental and NGO leaders. Called “The ...

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Political Contributions Disclosure: SEC Can’t Spend Funding On Rules

One of our members pointed out to us that the 2021 Consolidated Appropriations Act that Congress passed last night includes the now customary prohibition on the SEC ...

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China-Based Companies: New Law Puts SEC Rulemaking on Hold

Last week, Liz blogged about the passage of the Holding Foreign Companies Accountable Act, which amends the Sarbanes-Oxley Act to prohibit listing on US exchanges of ...

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SEC Adopts “Resource Extraction” Disclosure Rules

At an open meeting yesterday, the SEC adopted final rules that will require public “resource extraction” issuers to disclose payments made to the U.S. federal ...

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The “Nina Flax” Files: 2020 — My Found Year

As we move closer to the finish line for 2020, our faithful correspondent Nina Flax of Mayer Brown is back with an uplifting “list” to focus on some of the positives ...

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SEC Commissioner Makes Case for Marrying XBRL & ESG

Last month, I blogged that former SEC Chief Accountant Wes Bricker is working on an initiative at PwC that would translate sustainability reporting standards into an ...

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House Passes “Holding Foreign Companies Accountable Act”

Members of Congress have found something to agree on: regulating China-based companies. The House has passed the “Holding Foreign Companies Accountable Act,” which ...

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Suggestions for Moving Beyond Numerical Board Diversity Targets

Not too long ago, John blogged about how companies may focus on overboarding as one way to move forward with increasing board diversity. A recent report from The ...

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SEC Enforcement: $200 Million Settlement with GE for Misleading Disclosures

Yesterday, the SEC announced that it settled an enforcement proceeding against GE arising out of allegedly misleading disclosures in its power and insurance businesses. ...

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Sustainability: Are Proxy Fights Looming?

Liz blogged last summer about how some short-term activists were making a pivot to ESG and wondered whether this trend would intensify. There have been whispers that ...

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Early Look at Human Capital Resource Disclosures

Efforts are ramping up for year-end reporting, and one topic many companies are starting to get their arms around is the new human capital resources disclosure. We’ve ...

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SEC Settles Action for Misleading COVID-19 Disclosures

Last Friday, the SEC announced it settled an enforcement proceeding against The Cheesecake Factory for misleading COVID-19 disclosures. Among other things, early in the ...

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Hiding in Plain Sight? Stockholder Gender & The Corporate Governance Paradigm

Prof. Sarah Haan of Washington & Lee Law School recently posted a draft article online that’s eye opening, to say the least. In short, her thesis is that there is ...

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Board Diversity: Nasdaq’s Proposed Listing Standard

Yesterday, Nasdaq filed a rule proposal with the SEC that would require all listed companies to disclose board diversity statistics, and would require most of them to ...

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ESG: The “S” is the Hard Part

A recent Corporate Secretary article reported that nearly 75% of respondents to an impromptu survey at a recent ESG investment conference said that the “social” ...

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ISS: No More “Sneak Peaks” for S&P 500

Kudos to Bob Lamm for picking up on news from ISS that not many folks caught when it was first announced, and non-members may not have seen when Liz blogged about it at ...

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Glass Lewis 2021 Voting Guidelines: Diversity and E&S Phase-Ins

Glass Lewis recently announced the publication of its 2021 Voting Guidelines. The biggest changes are that Glass Lewis is expanding its board gender diversity policy to ...

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There’s More! SEC Proposes Temporary Expansion of Compensatory Offerings to Gig Workers

The SEC saved the more interesting — and controversial — part of its “compensatory offering” modernization for an entirely separate proposal — which would, for ...

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SEC Proposes Amendments to Form S-8 & Rule 701

Yesterday, the SEC continued its active year by announcing proposed changes to Form S-8 and Rule 701. The amendments suggested by the 156-page proposing release are ...

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“Human Capital” Disclosure: SASB Sums Up Its Resources

Yesterday, SASB published this 10-page “Human Capital Bulletin” — which summarizes elements of SASB standards that can help companies prepare human capital ...

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SEC Amends MD&A and Financial Disclosure Rules!

Yesterday, the SEC continued this year’s rulemaking spree by adopting amendments to enhance and simplify the financial disclosure provisions of Regulation S-K. The ...

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Corp Fin Releases Updated Financial Reporting Manual

Yesterday, Corp Fin announced an update to the Division’s Financial Reporting Manual. The Manual is updated as of October 30, 2020 and sections with updates are marked ...

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SEC Adopts Amendments to Reg S-T Permitting Use of Electronic Signatures!

Yesterday, the SEC announced that it adopted rules to facilitate electronic submission of documents. Welcome news to many, the Commission adopted rule amendments to ...

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Comment Letter Trends: Top 10 Topics in Reviews

Deloitte recently issued a 218-page roadmap on comment letter trends that includes developments on financial reporting topics through November 6, 2020. In terms of ...

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Corp Fin Updates “Securities Act” CDI (Withdraws 6 Others)

On Friday, Corp Fin updated one and withdrew several Securities Act CDIs. These CDIs relate to equity line financing arrangements and PIPEs that can raise issues under ...

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ISS Issues 2021 Policy Updates

Yesterday, ISS announced its policy updates for next year. Read the policy document. The big news this year is that ISS is ratcheting up the pressure on companies to ...

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Board Diversity: Companies Focus on Overboarding to Move the Needle

Last week, Liz blogged about a recent report from the NYSE & Diligent that said that 81% of directors indicated that their board either already has a plan for ...

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COVID-19: U.S. Chamber Petitions SEC for Liability Protection

The COVID-19 pandemic has already prompted a wave of litigation, including nearly three dozen securities lawsuits. In an effort to protect businesses from what it ...

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Virtual Annual Meetings: Gearing Up for 2021

At this point, most of us have reconciled ourselves to the fact that things aren’t getting back to normal anytime soon. Since that’s the case, companies will need to ...

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Disclosure: Prescriptive v. Principles-Based Approaches

Since the S-K modernization amendments just became effective, I thought a recent Bass Berry blog provided a timely illustration of the differences in disclosure ...

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Regulation S-K Modernization: Corp Fin Issues Three Transitional FAQs

Yesterday, Corp Fin issued three FAQs to address transitional issues that companies have been wondering about in light of the recent amendments of Regulation S-K Items ...

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Critical Audit Matters: PCAOB Says CAMs Made Ripples, Not Waves

Last week, the PCAOB issued an analysis of the impact of the “critical audit matter” disclosure requirement, which has already been in effect for large accelerated ...

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Measuring “TCFD” Disclosures

According to a progress report from Climate Action 100+, 120 companies now have a board committee with express responsibility for oversight of climate risks and 59 ...

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SEC Simplifies Exempt Offering Framework!

Following its open meeting yesterday, the SEC announced that it adopted amendments to simplify and harmonize the private offering framework. The Commission had proposed ...

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DOL Leaves “ESG Investing” on Life Support

Then again, this administration has done a thing or two to try to divert attention from ESG issues. On Friday, the Department of Labor published the final version of its ...

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Board Racial Diversity Disclosure: Letter Campaign to Entire Russell 3000!

Yesterday, I blogged about a letter-writing campaign focused on climate lobbying disclosure. With diversity disclosure getting a lot of attention these days, there’s ...

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Looking Back at 16 Years of ICFR

Section 404 of the Sarbanes-Oxley Act requires companies to review internal control over financial reporting and report whether it’s effective. John recently wrote ...

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Insights on Deducting “Legitimate Expenses” from Disgorgement Awards

One open question from the Supreme Court’s Liu decision relates to determining “legitimate expenses” that must be deducted from disgorgement awards so the “net ...

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ISS’ Proposed Board Diversity Policy Change: Aggregated Data Won’t Cut It

The comment period for ISS’ policy changes closes at 5 pm EST today, and when Liz wrote about the potential changes a couple of weeks ago, one U.S. change that has ...

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Human Capital: Addressing the New Disclosure Requirement

One of the problems with adopting a principles based disclosure requirement is that you often end up with some poor soul staring at a blank sheet of paper trying to come ...

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ICOs: Knock it Off With the SAFTs Already, Will Ya?

Earlier this year, Liz blogged about an SEC enforcement action targeting the “Simple Agreement for Future Tokens,” a once popular method of structuring ...

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S-K Modernization: The Questions Just Keep Coming. . .

We continue to get a lot of questions on the SEC’s recent amendments to Item 101, 103 and 105 of Regulation S-K. As Liz blogged last month, some of these questions ...

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Forum Selection: ISS Policy Proposal Backs Exclusive Forum Bylaws

Last week, Liz blogged about ISS’s benchmark policy document. In addition to the ESG and diversity policy changes that she mentioned, page 34 of the document sets ...

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Financial Reporting: SEC Amends Auditor Independence Rules

On Friday, the SEC announced amendments to the auditor independence requirements set forth in Rule 2-01 of Regulation S-X. The amendments are intended to update the ...

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IPO Governance Trends: Takeover Defenses Remain Common

According to the latest survey of IPO governance trends by Davis Polk, there’s been “widespread and generally increasing adoption” of takeover defenses at both ...

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COVID-19: Audit Committee Questions for the “New Normal”

COVID-19 disclosures remain a top area of focus for audit committees, according to a KPMG survey. Specifically, the uncertainty caused by the pandemic — along with ...

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Misleading Disclosures: SEC Enforcement is Watching…Everything

Enforcement Division Director Stephanie Avakian recently gave a speech to recap actions over the past three years (also see the speech from SEC Chair Jay Clayton). The ...

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Insider Trading Enforcement: Effect of Supreme Court’s Liu Decision

Last summer, the U.S. Supreme Court’s decision in Liu v. SEC reaffirmed the SEC’s authority to seek disgorgement as an equitable remedy in enforcement actions. But, ...

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SEC Proposes Conditional Exemption for “Finders” Involved in Capital Raising

More than three years after the SEC’s Advisory Committee on Small and Emerging Companies issued a recommendation, the SEC voted 3-2 to propose a conditional exemption ...

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Circle the Wagons: Create Assurance Around ESG Data

We’ve blogged before about the importance of oversight and disclosure controls related to sustainability disclosures. Just last week, John blogged about CII’s ...

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Director Survey: Room for Improvement with Board Refreshment

PwC issued its annual survey of nearly 700 U.S. directors. The survey covers a lot of ground and identifies several areas of opportunity for boards, including those ...

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Valentine’s Day Trip Flagged in SEC Enforcement Action

Last week, the SEC announced several enforcement actions as it wrapped up its fiscal year; here’s John’s blog about an alleged MD&A “Known Trends” violation. ...

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Stock Exchanges: Long-Term Stock Exchange Debuts

We’ve previously blogged about efforts to get the LTSE off the ground — and earlier this month, they culminated with the official opening of the exchange. Here’s ...

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SEC Enforcement: HP Cited for Alleged MD&A “Known Trends” Violations

The last day of the SEC’s fiscal year included the announcement of a settled enforcement proceeding against HP, Inc. Among other things, the proceeding involved HP’s ...

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SEC Enforcement: Fiat-Chrysler Tagged for Misleading Emissions Disclosure

Earlier this week, the SEC announced settled enforcement proceedings against Fiat-Chrysler arising out of allegedly misleading disclosures about its compliance with ...

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Staff Comment Trends: Corp Fin’s Top 10

Ernst & Young recently issued its annual review of Staff comment letters. The number of comment letters issued during the year ended June 30, 2020 declined by 15% ...

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ISS Releases Policy Benchmark Survey

Last week, ISS released the results of its 2020 policy benchmark survey. Here are some of the highlights: Pandemic-Related Issues   ISS policy guidance in ...

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BRT Says It Wants to Put a Price on Carbon… Over the Next Three Decades

Last week, the Business Roundtable released “Principles & Policies Addressing Climate Change” — a 16-page statement that declares the U.S. should adopt a ...

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Shareholder Proposals: SEC Modernizes Rule 14a-8!

As we covered in real-time yesterday at our “Executive Compensation Conference,” (archives will be available soon, and you can still register for on-demand viewing ...

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OTC: SEC Amends Information Requirements

Last week, the SEC closed the loop on a proposal from last year and adopted amendments to Rule 15c2-11 to modernize the type of information that needs to be available ...

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Perks: New CDI Addresses COVID-19 “Benefits”

Yesterday, mere hours after Alan Dye & Mark Borges covered the complexities of evaluating “perks” in a COVID-19 environment at the first day of our “Proxy ...

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B-Corps: Getting More Useful?

Last week, Veeva Systems — a NYSE-traded company with a $40B market cap — announced that it had formed a board committee to explore becoming a public benefit ...

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Compliance Program Survey: Prioritizing People Issues Can Improve Effectiveness

Back in June, I blogged about NAVEX Global’s benchmarking data for compliance hotlines. For a more general look at compliance program benchmarking information, NAVEX ...

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Inline XBRL: Ins & Outs of “Exhibit 104”

A couple weeks ago, Broc blogged about some confusion around the Inline XBRL requirements that will be required for Form 10-Q filings by large accelerated filers this ...

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10-K/10-Q/8-K “Cover Page” Changes: Courtesy of the Fast Act

A few weeks ago, the SEC adopted rules to implement the “Fast Act” – and when the rules go effective next month, they’ll make the following changes to the ...

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D&O Questionnaires: Few Changes for 2020 Proxy Season

A Stinson blog highlights rule changes that could prompt a few tweaks to D&O questionnaires. Specifically, the blog notes that: – Companies can now rely on ...

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Quest for Director Diversity Information

Given the sensitivity of the issue, some may be grappling with how to approach gathering director diversity information. Investors are increasingly asking for board ...

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Financial Reporting: Looking Again at Effects of COVID-19

Financial reporting in 2020 has turned out to be more of a laborious exercise than most companies envisioned at this time last year. And, a Deloitte memo says that ...

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Vanguard’s Expectations for Board Diversity

Following the killing of George Floyd, investors are increasingly calling for change and looking for company and board diversity data. A few weeks ago, I blogged about ...

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Shareholder Engagement: Effect of Proposed Amendments to Form 13F

Ever since the SEC proposed amendments to increase the Form 13F reporting thresholds, there has been ongoing commentary voicing concerns. A recent MarketWatch opinion ...

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Supply Chain Finance: The Accounting Backstory

When I first saw the references to “supply chain financing” in Corp Fin’s COVID-19 guidance, I wasn’t really sure what the big deal was. I’m guessing that some ...

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Brain-Teaser: “11:59pm or 12:01am” for Contracts?

In our “Q&A Forum,” this question was recently posed (#8275): “For legal purposes, when does a day end and next day begin? We are reorganizing certain subs as ...

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Enforcement: SEC Brings Action for Failing to Deliver Final Prospectus

Here’s something you don’t see every day — last week, the SEC brought settled enforcement actions against an issuer and an underwriter for failing to deliver final ...

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Short-Term Investors: Maybe They Aren’t So Bad After All?

In the corporate governance debate, there’s perhaps no more pejorative term than “short-termism.” But an “Institutional Investor” article cites a recent study ...

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COVID-19 Risk Factors: 2nd Quarter Edition

We’ve been keeping an eye on pandemic risk factors since the “Before Time” (seriously, we first mentioned them in January). Most recently, we blogged about how to ...

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Eight Steps to Better Board Succession

A Heidrick & Struggles memo describes the increasingly complicated and important issue of board composition — and notes that too few boards rigorously evaluate ...

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Whistleblower Rulemaking: Cancelled…For Now

Earlier this week, the SEC announced two pretty substantial whistleblower awards — a joint $2.5 million award and a $1.25 million award — which looked like a lead-up ...

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Caremark: 10-K Disclosure Can Show Directors Ignored “Red Flags”

Last week, the Delaware Court of Chancery rejected a motion to dismiss in Teamsters Local 443 Health Services & Insurance Plan v. Chou — making it the latest in a ...

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Supply-Chain Finance: Corp Fin Stepping Up Scrutiny

Corp Fin has sent comment letters to several well-established companies to request more info on their supply-chain finance arrangements — a practice that a WSJ article ...

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Palantir’s “Direct Listing” IPO

Last week, Palantir filed the Form S-1 for its anticipated “Spotify-style” IPO. Despite new NYSE rules on “primary” direct listings, the company isn’t selling ...

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Dialed-in: SSGA Letter Calls for Racial Diversity Disclosures

Earlier this summer, I wrote about how Calvert called on companies and investors to take more tangible steps in addressing racial inequities. SSGA is also pushing for ...

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SEC “Modernizes” Reg S-K! Risk Factors, Human Capital & More

At a recent open meeting, the SEC adopted amendments to parts of Regulation S-K — – specifically relating to Item 101 (business description), Item 103 (legal ...

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ESG Disclosure Trends: SEC Filings Increasingly Highlight Disclosures on Company Websites

A recent White & Case report summarizes ESG disclosure trends of the top 50 Fortune 100 companies by revenue. It’s a good look at where disclosure is headed as all ...

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SV Risk Factor Disclosure Trends: Potential Impact of Proposed Rulemaking

Wilson Sonsini recently came out with its risk factor trends report among Silicon Valley’s 150 largest public companies. One item the report delves into is the ...

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SEC’s Reg S-T Proposal: The End of “Fake” Filings?

Late Friday afternoon, the SEC issued proposed amendments under Regulation S-T aimed at promoting reliability and integrity of Edgar submissions. If adopted, the ...

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Business Interruption Insurance: COVID-19 Plaintiffs Get a Win

We’ve previously blogged about the challenges facing companies trying to assert claims under business interruption policies for pandemic-related losses, and the early ...

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ESG Bonds: The Debt Markets Can’t Get Enough!

If you’re an investment grade issuer and want to lower your cost of capital the next time you go to market, a Politico article says you’d be well advised to use the ...

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Audit Committees: PCAOB’s Conversations with Committee Chairs

Earlier this month, the PCAOB issued a report on its conversations with audit committee chairs about how audit committees are thinking about the effect of COVID-19 on ...

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Supply Chains: SEC Reporting on China Forced Labor on the Horizon?

Companies with supply chains in China should be prepared to comply with enhanced due diligence and reporting requirements. That’s the conclusion of a Foley Hoag blog, ...

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SEC Calendars Open Meeting: Shareholder Proposals on the Agenda

The SEC sure isn’t shying away from controversial topics this summer. Less than a month after adopting a somewhat watered-down version of its proposed proxy advisor ...

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#MeToo: Still Making Waves

Earlier this week, McDonald’s filed a Form 8-K to announce that it had filed a complaint in the Delaware Court of Chancery against its former CEO, Steve Easterbrook, ...

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Blockchain & Internal Control: COSO’s Perspective

A 40-page memo, recently commissioned and released by COSO, explains how companies can use blockchain technology to create more robust internal controls — and also ...

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BRT’s “Corporate Purpose” Statement: What Did CEOs Intend?

A year ago next week, the Business Roundtable made waves with its “Statement on the Purpose of a Corporation” — in which nearly 200 CEOs expressed a “fundamental ...

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Universal Proxy Rules: Consensus Views

Last month, John wrote that the universal proxy proposal was on the SEC’s Reg Flex Agenda for finalizing in the near-term. Now, a letter from an informal “Universal ...

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Reg FD Gets a “Kodak Moment”

Last week, the WSJ reported that the SEC is investigating the circumstances around Eastman Kodak’s announcement of a $765 million government loan to make COVID-19 ...

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CPRA: California 2020 Ballot Initiative Means Potential Changes to CCPA

Back in May, I wrote on the Mentor Blog about California’s ballot initiative — the California Privacy Rights Act (CPRA). And, earlier this summer, I also wrote about ...

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Secure FTP for Supplemental Materials & Rule 83 CTRs

Earlier this week, in response to continued health and safety concerns from COVID-19, Corp Fin issued a statement providing a temporary secure file transfer process for ...

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What Does ESG Mean to You and Me?

Rhonda Brauer shares her thoughts about SEC Commissioner Elad Roisman’s recent Keynote Speech at the Society for Corporate Governance’s National ...

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Scrutiny Intensifies on Political Spending

Following the killing of George Floyd, attention has increased on diversity and inclusion, among other matters. Earlier this summer, Liz blogged on our “Proxy ...

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Looking Back at Restatements: Trending Down in Number & Severity

Audit Analytics recently released its annual report on financial restatement trends — the report looks at trends over the last 19 years. Since 2015, total restatements ...

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Securities Litigation: Federal & State Court Suits Down in 2020

According to Cornerstone Research’s 2020 Midyear Assessment, the number of securities lawsuits filed in federal and state courts dropped by 18% compared to the second ...

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Updating: What Do You Do With Your First Quarter COVID-19 Risk Factor?

In response to the onset of the COVID-19 pandemic, many companies opted to include a risk factor addressing the pandemic in their 10-Qs for the first quarter of 2020. ...

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Audit Committees: Meetings & Processes in a Pandemic

The most recent edition of Deloitte’s “Audit Committee Brief” discusses priorities for the current quarter and future periods. I thought the discussion of how ...

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Tales From the Swamp: Stimulus Money Fuels Insider Trading?

According to a recent study, there’s a pretty good chance that all of the stimulus money currently sloshing around may stimulate some good old-fashioned insider ...

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COVID-19: Does “Force Majeure” Apply?

Although the social media sphere is quick to characterize this year’s parade of horribles as an “Act of God,” that characterization may be more difficult for ...

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Proxy Advisors: SEC Amends Proxy Rules to Address Voting Advice!

At an open meeting yesterday, the SEC adopted amendments to its proxy solicitation rules, which are intended to give companies a more meaningful opportunity to review ...

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COVID-19: Impact on Disclosure Controls

After Corp Fin supplemented its COVID-19 disclosure guidance last month to suggest what information companies should be considering for pandemic-related disclosure, we ...

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ESG: GAO Sums Up Disclosure Dilemmas

The Government Accountability Office has issued a 62-page report on ESG disclosures — why investors want them, what public companies are doing, and the advantages and ...

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Virtual Board Meetings: Here to Stay?

Virtual board meetings offer basic benefits, like no travel and potentially better attendance, and a recent Harvard Business Review article says some fast-adapting ...

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Providing Clarity: SASB & GRI Announce Collaboration

Last year, Liz wrote about calls for standardized sustainability disclosure and the “alphabet soup” of reporting frameworks, which haven’t diminished with time. ...

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Shareholder Derivative Suits Launched Over Diversity Concerns

Board diversity has been an area of focus for investors for a while now, but with recent social unrest, board diversity is being scrutinized even more. With attention on ...

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SEC Proposes to Increase Form 13F Reporting Thresholds

On Friday, the SEC proposed amendments to Form 13F for institutional investment managers. If adopted, the primary proposed change would raise the Form 13F reporting ...

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Cybersecurity: The Ongoing Challenge of a Remote Workforce

Like many businesses, my law firm’s offices have been operating on a restricted schedule for the past several months, and even though we’re in the process of ...

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ICFR: How Will COVID-19 Impact Material Weaknesses?

A FEI report on ICFR addresses the potential implications of the COVID-19 crisis on the assessment of whether material weaknesses in internal controls exist. Not ...

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Reg Flex Agenda: Universal Proxy Rules Coming Soon?

Just a couple of years ago, media reports suggested that the SEC’s universal proxy rule proposal was an “ex-parrot.” But a Davis Polk blog says the latest edition ...

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Insurance: Michigan Court Nixes COVID-19 Coverage Claim

One of the top-of-mind issues for many companies in recent months has been whether their business interruption insurance policies will pick up part of the tab for ...

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Beyond EBITDAC: Quantifying COVID-19’s Impact in Public Company Disclosures

Earlier this year, I wrote about the practice of presenting “EBITDAC”- type disclosures that adjust for COVID-19’s impact. A more recent blog from Liz suggests ...

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Q2 Reporting: Investors Focus on Liquidity & Human Capital Disclosure

On June 30th, the SEC held a roundtable on 2nd quarter reporting and COVID-19 disclosure. The panelists included a bunch of big shots from private equity firms and asset ...

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NYSE “Direct Listings” Proposal: Now with Price Range & Round Lot Requirements

Late last year, we were tracking the saga of the NYSE’s “direct listing” proposal for primary offerings. A lot has happened since then, and you’d be forgiven if ...

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Tangible “Corporate Purpose”: Investor Views

Amidst the pandemic, the “corporate purpose” debate continues. A few say it’s even intensified, given some companies’ need to prioritize long-term viability and ...

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“All-Purpose” Securities Law Disclosure: Are We Reaching the Breaking Point?

As demands mount for “stakeholder”-oriented disclosure — and as the SEC faces understandable backlash about whether that type of disclosure is useful to investors ...

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Reg S-T: Corp Fin Extends Temporary Relief for Signatures

In March, John wrote about Corp Fin’s temporary relief for manual signature retention requirements under Rule 302(b) of Regulation S-T. Last week, the Staff updated ...

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COVID-19: Investors Want Mandated Disclosures

As reported in a recent Davis Polk blog, Americans for Financial Reform sent a letter signed by over 90 investors, state treasurers, public interest groups and others ...

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SASB Disclosures: Contributing to Societal Change?

Rhonda Brauer shares her observations about our current crises and how SASB’s “financial materiality” disclosure framework could assist in bringing about societal ...

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Corp Fin Supplements COVID-19 Disclosure Guidance

Yesterday, Corp Fin issued CF Disclosure Guidance: Topic 9A, relating to operations, liquidity and capital resources disclosures companies should consider with respect ...

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SCOTUS Reaffirms SEC’s Disgorgement Authority — With Limits

Yesterday, in an 8-1 decision, the US Supreme Court reaffirmed the SEC’s authority to seek disgorgement as a remedy in enforcement actions — but placed limits on the ...

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SEC Chair Jay Clayton: Leaving Washington for New York?

The DOJ caused a stir late Friday with its announcement that the President intends to nominate SEC Chairman Jay Clayton to replace Geoffrey Berman as the United States ...

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Comp Consultants: Maybe the Problem Isn’t Other Services…

Several years ago, the SEC approved exchange rules requiring the comp committee to review the independence of a comp consultant before retaining that consultant. The ...

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IPOs: Virtual Road Shows On the Rise

The grueling, globe-trotting — “if it’s Tuesday this must be Zurich” — roadshow process has long been a big part of the IPO experience for management teams and ...

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“Offboarding” to Achieve Optimal Board Composition

Rather than thinking about how to refresh the board when directors approach mandatory retirement ages or term limits, a recent opinion piece in Forbes suggests ...

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Cyber Breach Disclosure Trends

Last year, Liz wrote about how disclosure related to a cyber breach presents a tricky issue because disclosure requirements vary quite a bit for companies based on ...

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Benchmarking Compliance Reporting

For those taking on responsibility for reviewing a company’s compliance program, along with using the DOJ’s updated guidance, NAVEX Global recently issued its Risk ...

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Improving Board Oversight of Human Capital Management

As COVID-19 has brought increased focus to workplace safety, employee pay and other human capital issues, a recent EY white paper provides insight from directors to ...

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Perks Disclosure SEC Enforcement Action

It’s been a couple of years since we’ve seen an SEC Enforcement Action related to improper disclosure of perks, but the SEC recently settled a case. In this most ...

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Paycheck Protection Flexibility Act: Congress Cuts PPP Borrowers Some Slack

Late Wednesday, the Senate unanimously passed the House version of the Paycheck Protection Flexibility Act, which President Trump is expected to sign into law. Among ...

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PPP Loan Certifications: D&O Issues for the Battles to Come

Most people expect the SBA & DOJ to engage in a robust enforcement effort when it comes to the PPP program. A recent D&O Diary guest blog by Pillsbury’s Peter ...

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Down on Main Street: Fed Provides More Info on Main Street Lending Program

Last week, the Federal Reserve issued additional guidance on its “Main Street Lending Program” for small and mid-sized businesses. A Crowell & Moring memo ...

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Going Concern: Sifting Through COVID-19 Uncertainties

Companies and their auditors must periodically assess whether there is substantial doubt about the company’s ability to continue as a “going concern.” In normal ...

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SPACs: Will More IPOs Mean More Lawsuits?

Last month, I blogged about the recent prominence of SPAC IPOs. While many traditional IPO candidates have put their deals on hold during the COVID-19 crisis, SPACs have ...

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Proxy Advisor Regulation — Is a Speed Bump the Answer?

Proxy advisors and others are voicing displeasure at the notion of a “speed bump” when it comes to proxy advisor reports. Even though the comment period for the ...

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Independent Chair Proposals in a COVID-19 World

Here’s a note from Rhonda Brauer: In the pre-COVID-19 world, I was monitoring independent chair proposals for the 2020 proxy season. I was particularly interested ...

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SEC Investor Advisory Committee: Time to Take Up ESG Disclosure

Late last week, the SEC’s Investor Advisory Committee approved a recommendation that encourages the SEC to begin addressing ESG disclosure. The recommendation might ...

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Non-GAAP: Are Companies Adjusting Away COVID-19?

The Financial Times recently reported that some companies have presented non-GAAP metrics — such as “EBITDAC” — that effectively adjust away the effects of the ...

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PPP Loans: Are Public Company Borrowers Really the Bad Guys?

Recently, I wrote about the SEC’s apparent initiation of an enforcement sweep targeting public companies that borrowed money under the Paycheck Protection Program. ...

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PPP Loans: SEC Enforcement Sweep of Public Company Borrowers?

Public company borrowers under the Paycheck Protection Program have received plenty of criticism. Now, according to a Bryan Cave blog, their hot seat just got even ...

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The Fire Next Time? CFOs Say Contingency Plans Lacking for COVID-19 Second Wave

As the U.S. slowly reopens for business, we’re already hearing warnings that a second wave of the pandemic is likely heading our way in the fall. Since that’s the ...

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Contested Virtual Shareholder Meeting – It’s a First!

We’ve discussed quite a bit about virtual annual meetings, and here’s another development – a recent Wachtell Lipton memo discusses the first contested virtual ...

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PPP Good-Faith Need Certification: SBA Issues Another FAQ

Last week, when John wrote about the deadline for borrowers to return Paycheck Protection Program funds without penalty, he also noted that the SBA said it would provide ...

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COVID-19 & ESG: Social Issues in the Spotlight

It looks like another effect of COVID-19 might be a shift of investors’ ESG focus by placing more emphasis on social issues. As noted in a SGP 2020 proxy season blog, ...

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Proposed Shareholder Resubmission Thresholds: Disproportionate Effect?

That’s what a recent report issued by the Council of Institutional Investors says. A lot has been said about the SEC’s proposed rules relating to the shareholder ...

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Positive Effects from Publicizing Crisis Response

Even though the market went up last Friday, with unemployment and food lines growing by the day and COVID-19 persisting, it’s clear we’re in a crisis. If anyone’s ...

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“No Respect at All”: Are Dual-Class Companies Undervalued?

Dual-class companies are the Rodney Dangerfield of corporate governance – “No respect… I’m tellin’ ya, I don’t get no respect at all!” It’s hard to find ...

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Nasdaq Temporarily Eases Approval Requirements for COVID-19 Share Issuances

Earlier this week, the SEC approved a temporary Nasdaq rule that would provide listed companies with a temporary exception from certain shareholder approval requirements ...

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Virtual Annual Meetings: CII Weighs In with Investor Concerns

A number of companies have transitioned to virtual annual meetings as a result of the COVID-19 crisis, and according to the CII’s recent letter to the SEC’s Investor ...

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Staff Issues FAQs on COVID-19 Relief

Yesterday, the Staff issued four FAQs addressing issues arising under the SEC’s exemptive order extending filing deadlines for companies impacted by the COVID-19 ...

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PPP Loans: Tax Deduction? If They’re Forgiven, Forget It

One of the things that makes the Payroll Protection Program so attractive is that if a borrower spends its loan proceeds properly (on items such as payroll, rent and ...

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PCAOB Wants Comments on CAM Requirements

The PCAOB wants comments on experiences so far with the new CAM disclosure requirement. Comments are encouraged from all interested stakeholders and should be submitted ...

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Mining Company Property Disclosure Rules: Corp Fin Issues Three New C&DIs

Yesterday, Corp Fin issued three new C&DIs arising out of the new mining company property disclosure rules — Broc wrote about the rules when they were adopted in ...

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Beyond Force Majeure: Tips for Entering New Tech Agreements During COVID-19

Many companies have been dealing with what to do about existing contracts during COVID-19, while many are also continuing to enter into new agreements. A new contract ...

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BlackRock’s Catching Flack from All Sides

When you’re the largest asset manager, any statements garner a lot of attention. Take for example, Larry Fink’s January letter to CEOs. A lot of media outlets ...

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SEC Goes Remote & Virtual Like the Rest of Us

If you’re wondering how the SEC is getting all of its work done these days, they’re working remote like a lot of people and seem to be adapting. A while ago, the SEC ...

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