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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Crowdfunding: A Compliance Disaster?

According to a recent study, there is an epidemic of regulatory non-compliance in crowdfunding offerings so great that the author says it calls into question the ...

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As State Privacy Laws Multiply, Outline of 10 Key Differences

Back in March, I blogged about Virginia being the second state in the U.S. to enact a comprehensive data privacy law. Colorado became the third state to enact a ...

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Enforcement: SEC Casts a Wide Net in Landmark SPAC Proceeding

We’ve known for some time that the SEC’s Division of Enforcement has been taking a hard look at SPAC deals, and yesterday it announced an enforcement action against, ...

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Tension in Company Audit Process Could Get More Pronounced

Last month, John blogged about the removal of the PCAOB Chair and the pending overhaul of the members of the PCAOB board. Some view these moves as political, but aside ...

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Proxy Advisory Firms’ Assessment: Meets “Best Practices,” Although There Are Areas For Improvement

Last summer, Liz blogged about the appointment of an independent oversight committee to monitor proxy advisor “best practices.” Last week, the oversight committee ...

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Plan Ahead and Revisit ISS Research Report for Board Diversity Commentary

This year, some may recall that ISS began including information about board diversity in proxy research reports. In 2022, ISS will take things a bit further by issuing ...

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Whistleblower Hoax: Heads Up! New Fake Emails Making the Rounds

Last month, Liz blogged about a hoax whistleblower email message that was making its way around public company ethics inboxes. Unfortunately, we’ve recently learned ...

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Risk Management: Dealing with “Social Risk”

The latest episode of “CEOs Behaving Badly” reminded me that I’ve been meaning to blog about a Stanford article, which says many emerging risks faced by companies ...

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ESG: Enhancing Your Disclosure Controls & Procedures

Many companies are trying to satisfy investor demands for ESG disclosure, but it’s probably fair to say that their disclosure controls and procedures (DCPs) for these ...

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Hypothetical Risk Factors: Beware the 10-Q Updating Requirement!

The SEC’s 2019 enforcement action against Facebook highlighted the perils of hypothetical risk factors. Now, in In re Alphabet Securities Litig., (9th Cir.; 6/21) the ...

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SEC’s SolarWinds FAQs: “Zix Mail? Yeah, That Was Us… “

On Friday, the Staff issued 21 FAQs for recipients of its recent letter requesting certain companies to voluntarily provide information concerning the SolarWinds ...

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Record-Setting Whistleblower Run: How Companies Can Prepare

Last month, Lynn blogged that the SEC was nearing the $1 billion mark for lifetime awards under its whistleblower program. An Arnold & Porter memo says that FY 2021 ...

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Rule 10b5-1: Short “Cooling Off” Periods Draw More Heat

Insider trading is always a juicy topic in the financial media. Once the spotlight is focused on trades that appear well-timed, Rule 10b5-1 technicalities are of limited ...

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Securities Fraud: SCOTUS Makes Class Certifications a Little Tougher

Earlier this week, the Supreme Court issued its long-awaited decision in Goldman Sachs Group v. Arkansas Teacher Retirement Systems, a securities fraud class action ...

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Fake SEC Filings Take Pump and Dump to Next Level

You know we love “fake SEC filings” around here — and a CNBC article recaps quite the scheme. Allegedly, a group of scammers scooped up shares from dormant shells ...

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SolarWinds Cyberattack: SEC Enforcement Contacting Affected Companies… With a Tight Deadline

The Enforcement Division is contacting companies that may have been affected by the December 2020 SolarWinds cyberattack, according to an alert that Brian Breheny, ...

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ESG and Tax Haven Disclosure: House Passes a Weird Bill

Last week — by a single vote — the House passed the “Corporate Governance & Investor Protection Act.” Among other things, the bill would amend the Exchange ...

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Do Sunny Days Lead to Rosy Earnings Forecasts?

Not sure if the sun’s shining where you are, but a forthcoming academic article purports to link exposure to sunshine to upwardly biased earnings forecasts. It’s not ...

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Audit Committee Chair Succession and Financial Reporting Risk

When boards name a new audit committee chair, does previous service on a company’s audit committee make a difference? That’s the focus of a recent University of ...

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SEC Settles Charges for Inadequate Cybersecurity Disclosure Controls

Yesterday, the SEC announced that it settled charges against a title insurance company for alleged disclosure controls and procedures violations in connection with a ...

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Rule 14a-8 CRA Resolution Expires — But More Proposed Rules Forthcoming?

Last year’s Rule 14a-8 amendments may or may not be here to stay. The Senate “fast-track” deadline under the Congressional Review Act — which could have undone ...

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Whistleblower Hoax Hitting Ethics Inboxes! How To “Fact Check” Complaints

Big thanks to member Sundance Banks for alerting us to what appears to be a pretty widespread whistleblower hoax, and to others who have provided more background over ...

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ESG: Is the SEC the Right Place for a Disclosure Mandate?

A few months ago, I blogged about the materiality standard and the hazards associated with the SEC serving up disclosure mandates designed to give investors “what they ...

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Dual-Class IPOs: U.K. Institutions Can Say “No” — Why Can’t U.S. Institutions?

If you’ve been reading my blogs for a while, then you know that the institutional investor-led crusade against dual-class IPO structures has long been one of my ...

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Financial Reporting: A Path Forward Emerges for SPAC Warrants

A few weeks ago, I blogged about efforts to come up with a fix for the accounting issues associated with SPAC warrants identified in the joint statement from Corp Fin ...

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Sustainable Finance: Green Bonds Shine — But It’s Not Easy Being Green

According to an Institutional Investor article, a new study finds that “green bonds” proved to be an attractive safe haven investment during the ...

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Board Gender Diversity: Russell 3000 Halfway to Parity

An Equilar blog shares the result of the latest Gender Diversity Index. Progress on that aspect of representation has accelerated over the past several years. Check out ...

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Comments on Mandatory Climate Disclosure: TCFD and SASB Get a Nod

With about two weeks to go before the expiration of the time frame that the SEC had set to collect public input on the possibility of climate change disclosure rules, ...

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Proxy Advisors: SEC Won’t Enforce Last Year’s Rules, Pending Possible Reversal

Yesterday, in response to a directive from SEC Chair Gary Gensler, Corp Fin announced that: It’s considering whether to recommend that the Commission revisit ...

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COVID-19-Related Securities Actions: Plaintiffs Begin Bumping Up Against PSLRA Hurdle

A recent Law.com post from Alston & Bird attorneys Elizabeth Clark and Robert Long provides a summary of several initial court decisions involving COVID-19-related ...

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Glass Lewis Recommends Ouster of Female Board Chair Due to Board’s Gender Imbalance, Huh?

With eyes on board diversity, a recent article in The Guardian caught my eye, as the headline said shareholders have been urged to vote out a board chair due to gender ...

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Rule 10b5-1: Changes Could be on the Horizon

Back in February, three Democratic U.S. Senators wrote to then Acting SEC Chair Allison Herren Lee urging the SEC to reexamine its policies on Rule 10b5-1 plans — Liz ...

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PPP Loan Forgiveness Review: Consider Preparing for Potential Forgiveness Appeal Now

Last year, when the SBA rolled out the paycheck protection program, questions arose about whether companies made their “need certifications” in good faith. A ...

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Financial Reporting: SPAC Warrant Fix in the Works?

Last month, the SEC threw a monkey wrench into the SPAC market when the Corporate Finance Director and the Chief Accountant issued a joint statement on accounting for ...

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Activist Wins at Least Two Exxon Board Seats in Historic Campaign

This year’s wild proxy season continued yesterday when ExxonMobil announced that a dissident won at least two seats on the company’s 12-member board. The dissident ...

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ESG Disclosure Litigation: Derivative Claims Fizzle

Last year, it appeared that derivative claims based upon allegedly false or misleading corporate statements about diversity and other ESG-related areas might be the next ...

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Insider Trading: New York Attorney General to Point & Shoot at Kodak?

According to a Reuters’ article, the New York Attorney General is preparing to file an insider trading lawsuit against Eastman Kodak and its CEO. The allegations arose ...

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Crypto: The SEC’s Enforcement Scorecard

If you follow the SEC’s social media accounts, you know that almost anything the agency or commissioners post on any topic receives a deluge of responses from crypto ...

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Human Capital Management: What Might a New Rule Proposal Look Like?

Speaking before the SEC’s 8th Annual Conference on Financial Market Regulation, SEC Chair Gary Gensler reportedly stated that the Staff was working on a new rule ...

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Preparing for “Corporate Governance Gaming”

Looks like we can add “predictable proxy voting outcomes” to the list of things that Millennials are blamed for killing — along with doorbells, voicemail and the ...

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How ISS Assesses Racial & Ethnic Diversity

We’re in the midst of the first proxy season in which ISS is flagging companies that have no apparent racially or ethnically diverse directors – next year, they’ll ...

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Board Gender Diversity: What About Women of Color?

All of this back & forth aside, due to investor demands and legislation, the makeup of boards is gradually evolving. A new report from the California Partners ...

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Stonks’ Silver Lining: Same-Day Settlement?

In his remarks to the House Financial Services Committee, Chair Gensler said the two-day settlement cycle was partially to blame for the trading freeze-out that some ...

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Consider Looking Outside 10-K for Detailed HCM Metrics

From a review of over 2000 Form 10-Ks following the effective date of the new human capital management (HCM) disclosure requirement, PwC released an updated memo to ...

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Climate Change: SEC Staff Scrutinizing Financial Disclosures

Over the years, the SEC’s Accounting leaders have used the Baruch College Financial Reporting Conference to message disclosure review initiatives, such as the non-GAAP ...

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Board Cyber Risk Oversight: Revisit an “Everyone” or “Cyber-Expert” Approach Regularly

One skill that gets mentioned as an area of improvement for boards relates to IT or cyber expertise. Perceived shortcomings in any board risk oversight responsibility ...

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With Time Slipping Away, Investor Advocates Urge Congress to Act on 14a-8 Amendments

Back at the end of March, Liz blogged about the introduction of a resolution calling for repeal of last year’s Rule 14a-8 amendments under the Congressional Review Act ...

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Stock Gifts: Tighten the Reporting Period?

A forthcoming academic article in the Duke Law Journal asserts that well-timed gifts of stock by insiders continue to be widespread – a phenomenon John blogged about a ...

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Tweaks to NYSE Related Party Transaction Rule

A few weeks ago, I blogged about amendments to the NYSE Listed Company Manual relating to shareholder approval requirements. While that blog focused on amendments ...

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Enforcement: SEC Targets 12b-25 Disclosure Deficiencies

Yesterday, the SEC announced enforcement proceedings against eight companies for alleged disclosure deficiencies in Form 12b-25 filings. Here’s an excerpt from the ...

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SPACs: Pop Goes the Bubble?

Last week, Liz blogged that the SPAC bubble was leaking. This week, S&P Global declared that the bubble has popped – and that SPACs have gone the way of tulips ...

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Stakeholder Capitalism: Lessons From The Super League Fiasco

The rise of non-financial priorities in corporate governance and the focus on corporate purpose has attracted a lot of attention in recent years. Some have dismissed the ...

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New Russia Sanctions May Prompt “Iran Notice” Disclosure

On March 2, 2021, the Secretary of State designated various entities affiliated with Russia’s government, including the FSB, as parties subject to Executive Order ...

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Virtual Annual Meetings: Mishandling Shareholder Proposals

Shareholder proposals were another aspect of last year’s virtual annual meetings that didn’t always go smoothly, and a recent blog from Soundboard Governance’s ...

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The Returning Influence of Retail Investors: This Year’s “Sleeper Issue”?

The retail segment of shareholders had been holding steady around 30% the last couple of years, well below the 85% levels of the 1960s, before the dawn of huge asset ...

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Materiality: Traditional, New, Double or Dynamic?

As if “materiality” under the securities laws wasn’t a difficult enough concept, investors supporting various ESG frameworks and standards have been adding to the ...

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Environmental Solutions & “The Law of Unintended Consequences”

Let’s look at an interesting element of technical solutions (such as carbon capture) that companies could end up getting dinged for: secondary impacts. Newton’s ...

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Voting Statements: Can Anything Be “Non-Partisan”?

As I blogged a few months ago, businesses are now the most trusted institution in society. Unfortunately, that also means that 86% of people now expect CEOs to speak out ...

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Bond… Green Bond

Like many of you, I anxiously await the release of the new James Bond film No Time to Die. Sadly, this will be Daniel Craig’s final turn at the role, who in my opinion ...

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ESG Reports: 7 Tips for a “Health Check”

I’m happy to share this guest post from Ashley Walter, JT Ho and Carolyn Frantz of Orrick – with 7 tips for conducting a “health check” on your ESG ...

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Corp Fin & OCA Staff Clarify How to Account for SPAC Warrants – Restatement Analysis Coming Your Way?

Warrants are a standard part of how SPACs raise money, and they’re often classified on balance sheets as equity. But as part of the SEC’s ongoing scrutiny of these ...

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“Robust” Disclosure about Virtual Shareholder Meetings: Glass Lewis Expectations

Earlier this year, I blogged about some refinements Glass Lewis made to its disclosure expectations for virtual shareholder meetings. Virtual shareholder meetings were ...

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Will Climate Pledges Outlive the Companies that Make Them?

Forever is a long time, except in corporate timelines. I remember visiting the Hoover Dam in the early 1990s and marveling at a plaque listing the construction ...

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Quarterly Guidance: Should Companies Get Back In The Game?

Shortly after the onset of the pandemic, many companies opted to discontinue providing quarterly EPS guidance for the remainder of 2020. A McKinsey article says that ...

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Board Diversity: Women Make Gains On Silicon Valley Boards

Fenwick & West recently published a report on board gender diversity among large public companies and the Silicon Valley 150. Here are some of the key ...

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April Fools’ Day? Materiality in the Age of “Stonks”

It wasn’t that long ago when discussions about the “materiality” concept focused on things like the efficient market hypothesis and the probability and financial ...

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Want to Get Ahead on ESG Data Quality? Internal Audit Is Your Not-So-Secret Weapon

Last month, Doug Hileman published a white paper on Internal Audit’s role in corporate ESG programs. Among Doug’s rather stark findings: – 44% of respondent ...

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More on “California Board Diversity Statute: Less Than Half of Companies Report Compliance”

I blogged a few weeks ago that only 318 companies that are subject to California’s board diversity statute have filed a disclosure statement to report whether or not ...

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Corp Fin’s “SPAC” Statement: All That Glitters Is Not Gold

Yesterday afternoon, Corp Fin issued this “Staff Statement” to highlight accounting, financial reporting & governance issues that they want people to carefully ...

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ESG: SEC Rulemaking Could Draw “First Amendment” Challenge

That was fast. Only a couple of weeks ago, Acting SEC Chair Allison Herren Lee gave a speech and issued a corresponding request for public comment on 15 aspects of ...

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Congressional Review Act Invoked Against 14a-8 Amendments!

When the Rule 14a-8 amendments were approved in high-drama fashion last fall, they were the first revisions to the submission thresholds in over 20 years, and the first ...

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Political Spending: Congress Might Remove Roadblock to SEC Action

John blogged last December about a provision in the Consolidated Appropriations Act, 2021 restricting the SEC from finalizing a rule requiring company political spending ...

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China-Based Companies: SEC Adopts HFCA & Seeks Comments on Implementation

Last December, John blogged when “The Holding Foreign Companies Accountable Act” (HFCA) was signed into law. The law amends the Sarbanes-Oxley Act to prohibit ...

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UK Audit Reform: Proposal Aims to Reduce Influence of Big 4 Audit Firms

A few weeks ago, I blogged about the Center for Audit Quality and AICPA’s roadmap to help auditors provide ESG data assurance services to companies. So, while Big 4 ...

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BlackRock Pushes Companies on Human Rights Risks

Yesterday, I blogged about BlackRock’s 2021 engagement priorities. Betsy Popken, JT Ho and Carolyn Frantz of Orrick kindly provided this guest post with more about ...

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Shareholder Engagement Season: BlackRock’s 2021 Engagement Priorities

Spring is in the air and many in-house members are busy preparing for shareholder engagement meetings. To help companies prepare, last week BlackRock issued its 2021 ...

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Non-GAAP: Alternatives To EBITDAC

Earlier this week, I blogged about how relatively few companies are presenting adjusted EBITDA numbers that attempt to back-out expenses associated with COVID-19. That ...

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ESG: Are Wall Street’s Sustainable Investments “Duping” the Public?

Well, it was fun while it lasted. We now return to our regularly scheduled series of ESG-related lead blogs. Yesterday, the SEC released the agenda for tomorrow’s ...

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ESG: Acting SEC Chair Solicits Public Comment on Climate Change Disclosure

Well, it looks like this blog has to continue with its “All ESG, All the Time” format for at least another day. The latest event that’s preventing me from taking ...

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Shaq SPAC Under Attack? SEC Cautions On Celebrity SPACs

In news that I’m delighted to say has nothing whatsoever to do with ESG, the SEC recently issued an Investor Alert about celebrity involvement with SPACs. Here’s the ...

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ESG: Corp Fin’s Coates Calls for Global Reporting Framework

I was really hoping to lead with something other than an ESG-related topic this morning, but thanks to Acting Corp Fin Director John Coates, that’s not going to ...

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As You Sow’s New “Scorecards”: Racial Justice & Workplace Equity

As You Sow is out with a pair of new scorecards for the S&P 500 (and they’ve filed a bunch of related shareholder proposals): – Racial Justice – scoring ...

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ESG: DOL Won’t Enforce ERISA Plans’ Investment & Voting Limitations

In what investors are saying is a big win, the DOL announced yesterday that it won’t enforce its pair of recent rules that limited consideration of ESG factors in ...

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Mandatory Climate Disclosure: California Bill Sets Ambitious Tone

California has been a bellwether for board diversity & consumer privacy movements. Now, it could be setting the tone for mandatory climate disclosures. California ...

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“Machine Readable” SEC Filings: What Does It Mean?

I blogged recently about how the year-end report from the SEC’s Investor Advocate urged the Commission to adopt rules that would make companies’ SEC filings ...

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SEC Brings Reg FD Enforcement Action!

On Friday afternoon, the SEC announced that it had filed a complaint against AT&T and three of its IR execs for violations of Regulation Fair Disclosure. This is the ...

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Enforcement Division Creates Climate & ESG Task Force

That was quick! Following last week’s SEC announcement that Corp Fin will be scrutinizing climate-related disclosures, yesterday the SEC issued an announcement about ...

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Climate Disclosures: Comment Letter Focus Areas Following SEC’s 2010 Guidance

Last week, John blogged about Acting SEC Chair Allison Herren Lee’s statement directing Corp Fin to scrutinize climate change disclosures. Many companies had already ...

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Diversity Disclosures Gain Momentum, But Are Plaintiffs’ Firms Lurking?

As we see more Form 10-Ks with new Item 101 human capital resource disclosures, it’s becoming clear that companies are taking this opportunity to tell their ...

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Amended SEC Whistleblower Rules Noted in Recent Awards

Back in September, Liz blogged about the SEC’s adoption of amendments to the SEC’s whistleblower awards program, which had been in the works for a while. With a new ...

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Institutional Investor Engagement: Public Engagement’s Impact

Each year, we blog about Larry Fink’s annual letter to CEOs. With BlackRock being among the largest shareholders for many companies, the letters are read with interest ...

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Board Diversity: Republican Senators Urge SEC To Reject Nasdaq Listing Proposal

Earlier this month, Sen. Pat Toomey (R-PA) & other Republican members of the Senate Banking Committee sent a letter to Acting SEC Chair Allison Herren Lee urging the ...

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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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