State Street Announces 2022 Priorities

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

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SEC Climate Change Comment Letters: Where Do They Stand?

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

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SEC Comment Periods Draw More Attention: Two Politicians Weigh In

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

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More Federal Register Delays?

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

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Crypto: Corporate Finance for Art’s Sake?

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

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Corporate Transparency: FinCEN Proposes Beneficial Ownership Information Reporting Regs

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

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Board Diversity: Boom Times for Director Candidate Training Programs

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

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

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

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Restatements Hit 20-Year Low in 2020

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

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SEC Notches Biggest SPAC Settlement Yet: $125 Million!

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

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

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

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Retail ESG Activism: There’s an App For That

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

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Corp Fin Publishes Sample Letter to China-Based Companies

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

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

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

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DOJ Launches Investigation of Short Sellers

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

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

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

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Restatements: “Little r” Determinations Draw Staff Attention

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

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

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

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Global Investors Launched a “Corporate ESG Data” Library

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

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ISS Issues 2022 Policy Updates

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

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Investors Pressure ISS to Adopt Stricter Climate Voting Policies

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

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SEC Adopts Final Rules under the Holding Foreign Companies Accountable Act

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

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

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

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Proxy Contests: SEC Mandates Universal Proxy Cards!

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

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

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

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

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

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Survey Results: Insider Trading – COVID-19 Adjustments

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

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SEC Seeks to Halt 1934 Act Registration of Tokens

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

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Climate Change Comment Letters: Round Two

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

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SEC Appoints New PCAOB Board Members

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

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

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

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ISS Seeks Comments on Benchmark Voting Policy Changes

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

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

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

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

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

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Messin’ With Asset Managers: BlackRock Prankster Hits Vanguard

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

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White Collar: DOJ Announces Corporate Criminal Enforcement Policy Changes

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

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Auditor Independence: Stay Vigilant

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

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

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

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How BlackRock’s Client-Directed Voting Could Benefit Activists

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

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Ransomware: Board Guide for Whether to Pay

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

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

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

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PCAOB’s Inspection Observations: What Audit Committees Should Know

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

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

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

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Beefing Up the SEC: House Committee Considers Budget Boost

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

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

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

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SEC Reopens Comment Period on Clawback Rule Proposal

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

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

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

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Filing Fees: SEC Adopts Rules Modernizing Fee Payment Process

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

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Risk Oversight: Caremark and COVID-19 Mandates

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

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Big News: BlackRock Gives Institutional Investors More Say in Voting

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

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D&O Questionnaires: Exchange-Related Updates

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

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

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

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NYSE Makes Juneteenth a New Market Holiday

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

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

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

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Is it Time for a Disclosure Committee Tune-Up?

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

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

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

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Our Congress at Work: The Mind Your Own Business Act

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

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Shutdown Showdown: Preparing for an SEC Shutdown

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

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

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

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Enforcement: SEC Investigates Human Capital Disclosures

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

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

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

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ESG: The Mega Asset Managers Crack the Whip

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

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

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

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

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

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

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

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

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

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Risk Oversight In the Era of “Easier” Caremark Claims

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

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SEC Staff Wants a Closer Look at “Crypto Banking”

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

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Falling Off the Rule 15c2-11 Cliff

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

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A Framework for the Sustainable IPO

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

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SEC Enforcement Settles “Expense Management” Investigation

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

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

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

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Enforcement: Financial Reporting and Auditing Cases

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

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

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

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IPOs: 2021 Tech and Life Sciences Report

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

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Flash Numbers: Staff Comment Objects to Disclaimer

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

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

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

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

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

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NYSE Amends Its “Related Party Transaction” Rule… Again

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

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PSTH Lawsuit: “SPACmageddon” or Something Less?

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

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

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

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Diversity: Boards & the “Lavender Ceiling”

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

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

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

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Insider Trading: Misappropriation Case!

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

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Hypothetical Cyber Risks: SEC Enforcement Gives a Million Dollar Reminder

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

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Human Capital Disclosures: Responses to Corp Fin Comments

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

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Board Governance: Nominating & Governance Committee Priorities

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

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Whistleblower Hoax: Mystery Solved?

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

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Shareholder Proposals: Benefit Corp. Conversions

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

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

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

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Board Diversity: SEC Okays Nasdaq Diversity Listing Standard

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

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Has the Risk Factors Section Become Shorter?

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

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More SEC Tea Leaves: Clues on Climate Risk Disclosure

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

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A Crypto Power Grab?

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

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SEC Chair Announces More Disclosure for China-based Companies

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

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The Whistleblower Imposters: Nothing to Celebrate

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

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Survey Results: Human Capital Management & Metrics

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

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Private Placements: Broker Fined for “General Solicitation”

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

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

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

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Proxy Advisors: Do Their Clients Cast Informed Votes?

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

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Climate Change Disclosure: State AGs on the Prowl

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

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BlackRock’s Support for Shareholder Proposals Doubles

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

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

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

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Climate Change: Lots of Corporate “Hot Air”?

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

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Cybersecurity: Preparing for an SEC Rule Proposal

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

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

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

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

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

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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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