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

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

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

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

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Measuring “TCFD” Disclosures

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

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SEC Simplifies Exempt Offering Framework!

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

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DOL Leaves “ESG Investing” on Life Support

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

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

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

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Looking Back at 16 Years of ICFR

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

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Insights on Deducting “Legitimate Expenses” from Disgorgement Awards

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

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

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

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Human Capital: Addressing the New Disclosure Requirement

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

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

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

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

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

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Forum Selection: ISS Policy Proposal Backs Exclusive Forum Bylaws

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

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Financial Reporting: SEC Amends Auditor Independence Rules

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

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IPO Governance Trends: Takeover Defenses Remain Common

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

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

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

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Misleading Disclosures: SEC Enforcement is Watching…Everything

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

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

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

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

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

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Circle the Wagons: Create Assurance Around ESG Data

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

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Director Survey: Room for Improvement with Board Refreshment

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

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Valentine’s Day Trip Flagged in SEC Enforcement Action

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

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Stock Exchanges: Long-Term Stock Exchange Debuts

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

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

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

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SEC Enforcement: Fiat-Chrysler Tagged for Misleading Emissions Disclosure

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

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Staff Comment Trends: Corp Fin’s Top 10

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

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ISS Releases Policy Benchmark Survey

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

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

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

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Shareholder Proposals: SEC Modernizes Rule 14a-8!

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

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OTC: SEC Amends Information Requirements

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

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Perks: New CDI Addresses COVID-19 “Benefits”

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

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B-Corps: Getting More Useful?

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

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Compliance Program Survey: Prioritizing People Issues Can Improve Effectiveness

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

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Inline XBRL: Ins & Outs of “Exhibit 104”

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

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

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

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D&O Questionnaires: Few Changes for 2020 Proxy Season

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

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Quest for Director Diversity Information

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

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Financial Reporting: Looking Again at Effects of COVID-19

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

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Vanguard’s Expectations for Board Diversity

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

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Shareholder Engagement: Effect of Proposed Amendments to Form 13F

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

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Supply Chain Finance: The Accounting Backstory

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

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

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

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Enforcement: SEC Brings Action for Failing to Deliver Final Prospectus

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

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

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

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COVID-19 Risk Factors: 2nd Quarter Edition

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

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Eight Steps to Better Board Succession

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

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Whistleblower Rulemaking: Cancelled…For Now

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

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

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

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Supply-Chain Finance: Corp Fin Stepping Up Scrutiny

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

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Palantir’s “Direct Listing” IPO

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

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Dialed-in: SSGA Letter Calls for Racial Diversity Disclosures

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

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

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

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

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

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SV Risk Factor Disclosure Trends: Potential Impact of Proposed Rulemaking

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

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

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

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Business Interruption Insurance: COVID-19 Plaintiffs Get a Win

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

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

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

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Audit Committees: PCAOB’s Conversations with Committee Chairs

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

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

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

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SEC Calendars Open Meeting: Shareholder Proposals on the Agenda

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

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#MeToo: Still Making Waves

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

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