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Authored and curated by our team of experienced attorney-editors, TheCorporateCounsel.net offers a collection of “timely, accurate and well-researched” resources designed to help corporate attorneys navigate various corporate and securities issues.

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Articles

Climate Disclosure Rules: To Scope 3 or Not to Scope 3, That is the Question …

The Jim Hamilton Blog recently flagged the competing efforts of Democrats and Republicans on Capitol Hill to influence the substance of the SEC’s climate disclosure ...

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Articles

Caremark: Del. Chancery Dismisses Claims Against McDonald’s Directors

In January, the Delaware Chancery Court dropped a bit of a bombshell on Corporate America when it refused to dismiss Caremark claims against a former McDonald’s ...

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Articles

Officer Exculpation: Most Proposals Getting a ‘Thumbs Up’ From ISS

Many Delaware companies are considering asking stockholders to approve officer exculpation charter amendments this proxy season. If you’re working with one of them, be ...

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Articles

Disclosure Controls: Re-Evaluate in Advance of SEC Rulemaking

With the SEC’s adoption of cybersecurity and climate change disclosure rules looming and intensifying investor scrutiny of disclosure in these areas, a recent Perkins ...

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Articles

Rule 10b5-1 Plans: SEC & DOJ Bring First-Ever Criminal Charges

Big news on the “insider trading” front. Earlier this week, the SEC announced that it had filed a civil complaint against the CEO and Chair of a health care company ...

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Articles

IPOs: When Will They Come Back?

Earlier this month, a flurry of IPOs successfully closed on an aggregate $1.17 billion in proceeds — according to a recent Reuters article — with several more ...

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Articles

Warren Buffett: ‘Non-GAAP’ Can Be Good or Evil

Warren Buffett’s annual letter to Berkshire Hathaway shareholders came out this weekend — along with the annual report. Like last year, the Oracle of Omaha doesn’t ...

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Articles

DOJ Announces Voluntary Self-Disclosure Policy for U.S. Attorney’s Offices

On Wednesday, the Department of Justice announced a new corporate voluntary self-disclosure (VSD) policy that is applicable to all 94 U.S. Attorney’s Offices in the ...

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Articles

NYSE Posts Clawback Rule Filing

Last October, the SEC adopted Rule 10D-1, which directs the national securities exchanges to adopt listing standards that will apply the disclosure and clawback policy ...

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Articles

SEC Investor Advisory Committee to Discuss Growth of Private Markets

The SEC announced that its Investor Advisory Committee will meet next Thursday, March 2, and one of the items on the agenda will be a panel discussion examining the ...

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Articles

The Final Countdown: Rule 10b5-1 Changes Kick in Next Week

Time flies when you are having fun — it seems like we were just taking down the holiday decorations, and now the end of February is rapidly approaching! That means ...

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Articles

Direct Listings: Former SEC Chair & Commissioner File Amicus Brief in Slack Case

In December, I blogged about the SCOTUS’s decision to grant Slack Technologies cert petition in a case addressing the application of Section 11 of the Securities Act ...

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Articles

SEC Adopts T+1 Settlement Cycle

Yesterday, the SEC announced the adoption of rules implementing a T+1 settlement system. Here’s the 314-page adopting release and here’s the two-page fact sheet. ...

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Articles

Staff Comments: Companies Need to Beef Up Board Risk Oversight Disclosures

Item 407(h) of Reg S-K requires companies to disclose “the extent of the board’s role in the risk oversight of the [company], such as how the board administers its ...

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Articles

Meme Stocks: AMC Solves Its Retail Voting Problem?

When it comes to finding unconventional ways to raise cash, AMC will find a way — and selling equity to do it is a key part of the meme stock playbook, as another ...

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Articles

Securitizations: SEC Proposes Conflict of Interest Rules

I don’t know that this is a development that’s likely to be high on the list of our members’ priorities, but I feel duty-bound to report that yesterday, the SEC ...

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Articles

Dual Class Structures: Investor Coalitions Against Them Raise Antitrust Concerns?

Between the FTC’s efforts to persuade judges that antitrust laws mean whatever it says they mean and the anti-ESG crowd’s position that group initiatives targeting ...

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Articles

White Collar: DOJ Revises Criminal Division’s Corporate Enforcement Policy

In a recent speech, Assistant AG Kenneth Polite announced important changes to the DOJ’s Corporate Enforcement Policy (CEP). The changes are designed to provide ...

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Articles

Advance Notice Bylaws: Shareholder Proponent Urges ‘Guardrails’

I blogged last fall about a reason to be cautious when amending advance notice bylaws in response to the SEC’s newly effective universal proxy card rules: hedge fund ...

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Articles

SEC Proposes Updates to Ethics Rules Governing Securities Trading by Personnel

While we are considering potential changes to corporate insider trading policies in the wake of the SEC’s recent Rule 10b5-1 amendments, the SEC will consider changes ...

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Articles

New Form 10-K Checkboxes: Some Urgent Staff Guidance

One of the disclosure requirements from the SEC’s recently adopted clawback rules is a set of new checkboxes for the cover page of the Form 10-K, Form 20-F and Form ...

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Articles

Caremark: Claim Against Corporate Officer Survives Motion to Dismiss

On Wednesday, the Delaware Chancery Court declined to dismiss fiduciary duty claims against a corporate officer arising out alleged oversight failures that allowed “a ...

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Articles

FASB Extends Reference Rate Transition Guidance

Back in December, the Financial Accounting Standards Board announced an Accounting Standards Update that extends the period of time preparers can utilize the guidance in ...

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Articles

Pay Versus Performance Disclosure: Peer Group TSR

The new pay versus performance disclosure requirement is a big focus right now, as issuers begin preparing their proxy statements for 2023 annual meetings. As with any ...

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Articles

How Would the SEC Revisit the Definition of Securities Held of Record?

Perhaps one of the most controversial proposals that the SEC has not yet acted on is a proposal to amend the “held of record” definition for purposes of Section ...

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Articles

Climate Disclosure: Political Support for Scope 3 Disclosure Weakening?

The SEC’s effort to require some companies to provide disclosure about Scope 3 emissions is probably the most controversial part of its proposed climate change ...

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Articles

Cyber Disclosure: SEC Enforcement Tells Biglaw Firm to Name Hacked Clients

In the latest sign that the SEC’s Enforcement Division continues to investigate whether public companies are properly disclosing cyber attacks — and whether any ...

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Articles

Glossy Best Practices

Alas, the Information Age has robbed us of many of life’s little pleasures, including access to hard copies of glossy annual reports. Nonetheless, the glossy annual ...

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Articles

SEC Crypto Enforcement Up 50% in 2022

Last week, the SEC announced that it had charged Genesis Global Capital and Gemini Trust Company for the unregistered offer and sale of securities to retail investors ...

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Articles

Securities Litigation: Company Not Liable for Analysts’ Take on CEO’s Statements

I think most securities lawyers are a little paranoid when it comes to their public company clients’ interactions with securities analysts. After all, the 2nd Cir. ...

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Articles

Crypto Exchanges: SEC Enforcement Sweep On the Way?

Will the fallout from 2022’s crypto meltdown lead to an SEC enforcement sweep targeting crypto exchanges in 2023? Former SEC Internet Enforcement Chief John Reed Stark ...

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Articles

Annual Meetings: Building the Perfect Virtual Shareholders’ Meeting

Soundboard Governance’s Doug Chia recently blogged his thoughts on how to build a perfect virtual annual meeting. The best thing about the blog is that Doug doesn’t ...

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Articles

Crypto: Is It a Security? The Answer Isn’t Always Easy

The SEC has brought enforcement actions against a number of companies offering digital assets in which it has alleged that the assets are a “security” within the ...

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Articles

State Street to Offer More Investors ‘Voting Choice’ in 2023

Last week, State Street Global Advisors announced a new program that will offer “proxy voting choice” to more institutional funds, as soon as this proxy season. The ...

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Articles

BlackRock’s ’23 Voting Guidelines: No Major Changes

Yesterday, BlackRock Investment Stewardship issued its 2023 proxy voting guidelines — along with updated Global Principles that outline the seven key governance themes ...

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Articles

3.7 Billion Reasons to Care About Governance

As Lawrence blogged yesterday on PracticalESG.com, the CFPB posted a consent order with Wells Fargo earlier this week, in which the bank agreed to pay $2 billion to ...

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Articles

Financial Reporting: PCAOB Report Says Audits with Deficiencies Increased in 2021

According to a recent PCAOB Staff Report, public company auditors didn’t have a great year in 2021. The report says that, according to preliminary inspection data, the ...

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Articles

Direct Listings: SCOTUS Grants Cert in Slack Technologies Case

Yesterday, the SCOTUS granted Slack Technologies’ cert petition in a case raising the issue of whether Section 11 and Section 12(a)(2) of the 1933 Act require a ...

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Articles

Rule 10b5-1: SEC Adopts Amendments to Conditions & Disclosure Requirements

Yesterday, the SEC adopted amendments to Rule 10b5-1 imposing new conditions and disclosure requirements for 10b5-1 plans and securities transactions by companies and ...

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Articles

Board Minutes: Dealing with Privilege Issues

For some reason, I’ve got a real weakness for articles about best practices for keeping board minutes — which is kind of strange because of all the routine tasks I ...

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Articles

Pay Versus Performance Disclosure: What Will Investors Do?

I have been discussing the new pay versus performance disclosure requirement with management teams and boards of directors over the past few months, and the most ...

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Articles

SEC Reopens Comment Period for Share Repurchase Disclosure Proposal

Yesterday, the SEC announced that it is reopening the comment period (again) for its share repurchase disclosure rulemaking, which was proposed back in December 2021 at ...

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Articles

Universal Proxy: Disclosure Obligations

As you are preparing your proxy materials this year, keep in mind that the SEC’s universal proxy rulemaking made changes to the disclosure requirements that apply ...

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Articles

ISS Announces 2023 Benchmark Policy Updates

As Liz noted on the Proxy Season Blog, last week ISS announced updates to its benchmark voting policies that will be effective for the 2023 proxy season. Here are the ...

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Articles

Board Diversity: A Trickle-Down Effect?

With so much attention on board diversity these days, an inevitable question is whether the increased diversity of corporate boards influences broader diversity gains in ...

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Articles

SEC’s Strategic Plan: Continued Goal for Modernized Disclosure

Last week, the SEC announced its Strategic Plan for fiscal years 2022–2026. As Dave previewed in August when the draft plan was issued, the 16-page Strategic Plan ...

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Articles

Board Diversity: More Progress Across the Pond

U.K.-listed companies are assembling more diverse boards and executive management teams than we are in the U.S., ahead of new rules from the U.K. Financial Conduct ...

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Articles

Rule 15c2-11: SEC Extends Relief for Private Debt Issuers to 2025

John blogged a few weeks ago that private debt issuers would soon be finding themselves between a rock (significantly expanded disclosure requirements) and a hard place ...

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Articles

SEC Takes Its Place in ‘Crypto Creditor’ Line

It’s getting hard to keep up with all of the crypto collapses that have followed the FTX implosion, but apparently BlockFi filed for bankruptcy yesterday. The part of ...

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Articles

ESG: Materiality Isn’t Just About the Bottom Line — or Maybe Even About the Bottom Line

When it comes to ESG disclosure, it’s become apparent that a lot of folks at the SEC don’t seem to approach the materiality concept in the traditional way. A recent ...

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Articles

Board Diversity: Welcoming New Board Members

Liz recently blogged about how the director onboarding process is evolving. An article from Nasdaq’s Center for Board Excellence focuses on a discrete aspect of the ...

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Articles

Officer Exculpation: Glass Lewis Weighs In

Ever since Delaware amended its corporate statute to permit charter amendments exculpating certain officers from damages liability for certain duty of care breaches, ...

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Articles

Fresh Regulatory Scrutiny in Connection with IPOs

This week, advisories were issued by NYSE Regulation, Nasdaq and FINRA in response to recent instances of unusual price movements following certain IPOs on U.S. ...

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Articles

Auditor Independence: The Vital Role of Audit Committees

It’s no secret that certain folks at the SEC have been particularly focused on auditor independence as of late. Acting Chief Accountant Paul Munter has issued a couple ...

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Articles

Advance Notice Bylaws: Can They Go Too Far?

In response to the SEC’s newly effective “universal proxy card” rules, some companies have been tightening up their bylaws (as explained in a podcast that John ...

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Articles

Acknowledging Veterans’ Unique Perspectives: Disclosures on the Rise

Thank you to all of the members of our military — and their family members — for your service and sacrifice for our country. While we are mindful of your ...

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Articles

SEC Announces Fiscal 2022 Enforcement Results

Yesterday, the SEC announced the results from the agency’s fiscal year 2022 enforcement activity, and it should come as no surprise that overall enforcement activity ...

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Articles

Winter is Coming: Crypto Fallout

It has been a rough year for digital assets, and the last thing that the crypto market needed was a spectacular scandal of massive proportions. Well, perhaps not ...

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Articles

Rule 10b5-1 Plans: SEC & DOJ Hunting for Suspicious Trades

Earlier this fall, John blogged that the Division of Enforcement had gotten something it has coveted for quite some time — an insider trading case involving senior ...

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Articles

Rule 15c2-11 Relief: Time’s Almost Up for Private Rule 144A Issuers

Rule 15c2-11 governs when dealers are permitted to publish quotations for securities. In September 2020, the SEC amended the rule to prohibit them from publishing quotes ...

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Articles

Stockholders v. Shareholders: What’s in a Name?

Now that the Twitter case is over, we can all turn our attention to the things in Delaware corporate law that really matter to us. Francis Pileggi recently provided a ...

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Articles

SEC Enforcement: Federal Judge Slams SEC Gag Orders

Last week, in a blistering opinion, U.S. District Court Judge Ronnie Abrams took the SEC to task for its “neither admit nor deny” settlement policy. This excerpt ...

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Articles

Proxy Voting: SEC Adopts Rules to Enhance Transparency of Fund Votes

Yesterday, the SEC announced the adoption of amendments to Form N-PX that are intended to enhance the transparency of proxy voting by mutual funds, ETFs and other ...

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Articles

Crypto, DAOs & DeFi: Why They’re Relevant to ‘The Rest of Us’

I had been collecting various cryptocurrency-related updates for this blog, but then Bloomberg’s Matt Levine wrote a 40,000-word essay for Businessweek that says it ...

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Articles

SEC Adopts the Dodd-Frank Era Clawback Rules

Yesterday, the SEC adopted the clawback rules contemplated by Section 10D of the Exchange Act, which was added over a dozen years ago by the Dodd-Frank Act. Not ...

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Articles

The Compliance Crunch: Is Your Budget Ready?

I have been out speaking about all of the new SEC rules that have been adopted, are being adopted and that remain to be considered, and one thing is clear: we will all ...

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Articles

SEC Rulemaking: Chair Gensler’s Agenda Keeping Staff Busy

Companies and their advisors aren’t the only ones struggling to keep pace with SEC Chair Gary Gensler’s “front-loaded” rulemaking agenda — the Staff is also ...

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Articles

Antitrust: DOJ Gets 7 ‘Interlocking Directors’ to Resign

Yesterday, the U.S. Department of Justice announced that seven directors have resigned from corporate board positions in response to concerns by the Antitrust Division ...

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Articles

Corporate Culture: Prepare for Your Auditor’s Scrutiny

SEC Acting Chief Accountant Paul Munter published another statement last week to focus on the gatekeeping responsibilities of auditors — this time, in relation to ...

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Articles

Earnings Guidance as a Reg FD Tool

As we make our way through a complicated earnings season, a recent Wall Street Journal article says that some companies may be looking at ways to expand the range for ...

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Articles

Political Spending: Policies in the Spotlight (Including for Smaller Companies)

Just in time for another round of polarizing midterm elections, the Center for Political Accountability and the Zicklin Center for Governance and Business Ethics at the ...

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Articles

Meta Lawsuit: Fiduciary Duties to Diversified Portfolios?

Investor activist Jim McRitchie recently filed a breach of fiduciary lawsuit against Meta in which he contends that in a system that emphasizes stockholder primacy, the ...

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Articles

Corporate Governance: The Illusion of Best Practices

In a recent Directors & Boards article, GW Law School Professor Emeritus Lawrence Cunningham challenged the idea that there is a single set of corporate governance ...

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Articles

‘Veni, Vidi, Vinco Ventures!’ Man Walks into the Wrong Courtroom, Walks Out as Public Company CEO

Remember Vinco Ventures, the company that was the subject of a hostile takeover attempt by means of allegedly swiped EDGAR codes? Well, believe it or not, things have ...

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Articles

Tech Glitch Prompts SEC to Reopen Comments on 11 Rulemaking Proposals

On Friday, the SEC announced that a “technological error” dating back to as early as June 2021 has prompted it to reopen the comment period on 11 rulemaking ...

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Articles

Something I Still Can’t Get Over: Testing the Waters

There is one phrase that frequently comes to mind when considering the regulatory environment that we have been living in for a while now: “life comes at you fast.” ...

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Articles

PCAOB Staff Solicits Comment on Interim Attestation Standards

Last month, the Public Company Accounting Oversight Board issued a staff request for information and comment on matters related to the application and use of the ...

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Articles

FinCEN Adopts Final Rule on Beneficial Ownership Reporting

Last Thursday, the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule implementing the beneficial ownership information ...

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Articles

Over-Issues: A Cautionary Tale

Yesterday, the SEC announced a $361 million settlement with Barclays for an unprecedented over-issue that is every security lawyer’s nightmare: The SEC’s order ...

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Articles

Enforcement: SEC Finds a Couple of 10b5-1 Plan Poster Children

Yesterday, the SEC announced settled enforcement proceedings involving alleged insider trading by Cheetah Mobile’s CEO and its former president. Insider trading cases ...

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Articles

White Collar: DOJ Revises Corporate Criminal Enforcement Policies

In a recent speech, Deputy Attorney General Lisa Monaco announced changes to the Department of Justice’s policies on corporate criminal enforcement. According to a ...

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Articles

Climate Disclosure: Litigation Risks & Challenges

The potential risks of litigation that might arise out of the SEC’s climate change proposals are among the greatest concerns that public companies and their advisors ...

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Articles

Gensler Testifies Before Senate Banking Committee

Yesterday, SEC Chair Gary Gensler testified before the United States Senate Committee on Banking, Housing, and Urban Affairs. In his prepared remarks, Gensler discussed ...

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Articles

Getting Your Compliance Right

I have been having quite a few conversations lately about compliance. The SEC and DOJ appear to be laser-focused on corporate compliance at the moment, and even the ...

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Articles

Civil Rights Audits: Coming to a Company Near You?

Over on the Proxy Season Blog, Liz recently wrote about the voting results from the 2022 proxy season on shareholder proposals requesting independent audits of racial ...

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Articles

JOBS Act Inflation Adjustments Finally Arrive!

As John noted last month, we have been receiving questions from members in our Q&A Forum (see Topic No. 11109) and via email about when the SEC would adopt the ...

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Articles

Non-Audit Services: EY Partners to Vote on Breakup

Yesterday, EY announced that it is moving forward with partner votes to separate the firm into two distinct organizations, which it has been considering for several ...

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Articles

Board Refreshment: Individual Director Evals Becoming More Common

Here we go again, this time from a new report on board refreshment policies from The Conference Board, ESGAUGE and other collaborators: As US corporations seek to ...

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Articles

SPACs: Still Looking Bleak

Reuters reported yesterday that Digital World Acquisition Corp., the SPAC that’s attempting to merge with Donald Trump’s social media venture, has so far failed to ...

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Articles

Corp Fin Comments: Staff Assessing ‘Board Leadership’ Disclosures

If you haven’t already received a comment letter, be aware that Corp Fin is taking a close look at disclosure of board leadership structures and risk oversight ...

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Articles

BlackRock Doesn’t Want to Police GHG Disclosures

The comments on the SEC’s pair of proposals for ESG investment funds are showing that these rules could increase pressure for portfolio companies, which is something ...

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Articles

Buybacks: The Excise Tax & ASR Programs

As the law firm memos on the Inflation Reduction Act’s 1% excise tax on stock repurchases continue to roll in, we’re learning that there are a lot of unknowns about ...

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Articles

Cybersecurity: Assessing Cyberattack Materiality

Earlier this year, HanesBrands disclosed that it had been the victim of a ransomware attack. In its second-quarter earnings release, the company disclosed that the ...

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Articles

Officer Exculpation: Sample Proxy Disclosure & Amendment Language

If you’re thinking about an officer exculpation amendment, then you’re probably also thinking about what your proxy disclosure and the text of that amendment might ...

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Articles

Whistleblowers: SEC Amends Whistleblower Rules

On Friday, the SEC announced that it had adopted two amendments to the rules governing its whistleblower program. This excerpt from the SEC’s press release summarizes ...

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Articles

Late Summer Surprise: SEC Adopts Pay Versus Performance Disclosure Requirement

Typically, the last two weeks of August are a pretty quiet time on the regulatory front. Not so for the SEC in 2022! At long last, the SEC finally got around to adopting ...

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Articles

Looking Forward: The SEC’s Strategic Plan

Yesterday, the SEC announced the release of its draft strategic plan for fiscal years 2022-26. The agency requests public comment on the plan during a period ending 30 ...

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Articles

Exculpation for Officers in Delaware: What’s Next?

A few weeks ago, I blogged about a number of statutory changes that went into effect in Delaware at the beginning of this month, including changes that will allow ...

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Articles

Corporate Governance Education: The Key to Orderly Markets?

I blogged yesterday about my dismay in reading that today’s retail investors find equity investing to be hopelessly complicated. Law professors Christina Sautter and ...

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Articles

ICOs: SEC Charges Crypto Company with Section 5 Violations

On the heels of an insider trading action and reported investigation into Coinbase, the SEC is sending another strong signal that it intends to regulate digital assets ...

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Articles

Shareholder Proposals: SEC Investigating Whether Funds Are Greenwashing Proxy Votes

The SEC’s Enforcement Division is taking a close look at ESG funds’ share lending and proxy voting practices and related disclosures, according to a recent Bloomberg ...

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Articles

Earnings Calls: Prepare for ESG Q&A

If you aren’t already getting ESG-related questions during your earnings call Q&As, you probably will be soon. According to a recent Nasdaq MarketInsite article, ...

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Articles

Multiple Audit Firms: New PCAOB Requirements Increase Lead Auditor’s Responsibility

On Friday, the SEC approved updated PCAOB standards that apply to audits involving multiple audit firms. The standards require lead auditors to plan, supervise and ...

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Articles

Meme Stock Madness: Using EDGAR Codes as a Hostile Takeover Strategy?

I see from recent media reports that meme stocks are back, which I guess means that people feel they didn’t lose enough money in crypto this year. Anyway, it’s ...

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Articles

Delaware Chancery Court Enjoins Annual Meeting

It’s not every day that the Delaware Chancery Court enjoins a company’s annual meeting of stockholders, but that’s what happened to UpHealth, a recently de-SPACed ...

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Articles

2nd Circuit Limits Reach of Dodd-Frank Whistleblower Incentives

A recent 2nd Circuit decision pared back the scope of the claims for which compensation may be received under Dodd-Frank’s whistleblower provisions. Here’s the intro ...

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Articles

Buybacks: Summary of the New Excise Tax on Corporate Stock Repurchases

Yesterday, the Senate passed the 755-page Inflation Reduction Act of 2022. Among its other provisions, the legislation imposes an excise tax equal to 1% of the fair ...

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Articles

Corp Fin Continues to Press for Disclosure on the War in Ukraine

In the May-June 2022 issue of The Corporate Counsel, we covered the disclosure implications of the war in Ukraine and the SEC’s guidance on the topic in the form of a ...

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Articles

Big Week in Delaware: Changes to the DGCL Go Into Effect

Effective August 1st, the Delaware General Corporation Law has been amended to reflect several significant changes. As a recent Wilson Sonsini memo notes, the changes ...

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Articles

Declassifying the Board: Is the Timing Right?

One topic that often comes up when discussing board refreshment and board diversity is the existence of classified boards. With a classified — or staggered — board, ...

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Articles

SEC Re-proposes Amendments to Proprietary Trading Rule

Last week, the SEC re-proposed rule amendments originally proposed in 2015 to narrow an exemption from the requirement to be a FINRA member that is applicable to certain ...

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Articles

Direct Listings: SEC Appears Lukewarm on NYSE’s Proposed Pricing Flexibility

Last week, the SEC posted an order instituting proceedings on a proposed NYSE rule change to modify pricing limitations for securities listed on the New York Stock ...

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Articles

WorldCom: Lessons for Lawyers, 20 Years On

In remarks yesterday to the Center for Audit Quality, SEC Chair Gary Gensler marked the 20-year anniversary of the Sarbanes-Oxley Act, as well as the Enron and WorldCom ...

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Articles

Proxy Voting: BlackRock Gave Companies a Passing Grade

Yesterday, BlackRock Investment Stewardship released a 27-page summary of the 72-page “Voting Spotlight” that it published last week. The reports detail the asset ...

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Articles

Insider Trading: SEC Brings First-Ever Crypto Case, Says 9 Tokens Are ‘Securities’

My family and I recently visited the Smithsonian’s National Museum of American History, where we joined other sweaty tourists in marveling over the prehistoric (2014) ...

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Articles

10b-5 Liability: 2nd Circuit Says ‘Scheme’ Requires ‘Something Extra’

In 2019, the Supreme Court set the stage for expansive “scheme liability” under Exchange Act Rule 10b-5(a) and (c) in Lorenzo v. SEC. Unlike primary liability under ...

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Articles

Climate Disclosure: Will West Virginia v. EPA Put the Kibosh on SEC Rules?

Dave recently blogged about some of the potential implications of the U.S. Supreme Court’s decision in West Virginia v. EPA for the SEC’s proposed climate disclosure ...

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Articles

Audit Committees: Addressing ESG Fraud Risk

Audit committees focus a lot of attention on the potential for financial fraud, but a recent Deloitte memo says they need to devote greater attention to an emerging area ...

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Articles

Reg A+ Offerings: ‘Could I Interest You in Everything All of the Time?’

I know you folks don’t come here for entertainment recommendations, but I think Bo Burnham’s 2021 Netflix special, Bo Burnham: Inside, is the most remarkable work of ...

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Articles

SEC Enforcement: 5th Circuit Says ‘Gag Order’ Did Not Void Settlement

Recently, I blogged about the Supreme Court’s decision to deny cert in a case challenging the constitutionality of the SEC’s “neither admit nor deny” settlement ...

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Articles

Board Diversity: Progress on Racial & Ethnic Diversity?

Cooley’s Cydney Posner recently blogged about whether companies are making progress in efforts to improve the racial and ethnic diversity of their boards. She cites ...

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Articles

SEC Adopts Amendments to Proxy Voting Advice Rules

At an open meeting yesterday, the SEC adopted rule amendments reversing certain changes to the proxy rules that were adopted just two years ago to address concerns with ...

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Articles

Financial Stability Board Announces Crypto Regulation Efforts

On Monday, the Financial Stability Board — a group of financial regulators, treasury officials and central bankers from the G20 nations — announced that it will be ...

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Articles

A Focus on Authority: The End of Chevron Deference?

It is not surprising that one of the areas of focus in the comment letters submitted to the SEC regarding the climate disclosure proposal is the SEC’s authority to ...

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Articles

SEC Enforcement: SEC v. Mark Cuban Redux?

Last week, the SEC announced the filing of an insider trading enforcement proceeding with allegations that sounded very familiar: The SEC’s complaint, filed in ...

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Confidence in ‘Big Business’ Hits 43-Year Low

Early last year, I blogged that business had emerged as a beacon of trust in stormy times. Eighteen months later, we’re stuck in disinformation quicksand — and ...

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Cybersecurity: FBI & MI5 Warn of Huge China-Based Threats

Businesses need to be on high alert for state-sponsored business spying originating from China, according to a warning issued yesterday by the FBI and Britain’s MI5. ...

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How to Read Your 10-K Like an Investor

There was an informative Twitter thread from an apparent “Main Street Investor” about how to read Form 10-Ks. Approaches to Form 10-K analysis can vary by type of ...

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#MeToo: Scapegoats Won’t Solve the Problem (They Might Make It Worse)

In a record-setting order last week, a FINRA arbitration panel issued a $52 million defamation award to Dan Michalow — the former co-head of global hedge fund D. E. ...

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SEC Enforcement: EY Sanctioned for Role in CPA Exam Cheating Scandal

There’s a point at which I should no longer be shocked by scandals involving the Big 4. I guess I’m not there yet, because I was really taken aback by the ...

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Rule 10b5-1: WSJ Says Insiders Gain Outsized Profit for Sales Soon After Plan Adoption

Yesterday, the Wall Street Journal released an investigative report reviewing insider transactions under Rule 10b5-1 plans. This excerpt says that one the Journal’s ...

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Clawbacks: SEC Ponders Expanding Proposed Rule to Cover ‘Little R’ Restatements

In its October 2021 release reopening the comment period for its proposed clawback listing standard rules, the SEC floated the idea of including “little r” ...

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Rule 144 Amendments: Will Form 144 Become the General Counsel’s Problem?

Preparing and filing the Form 144 for insider transactions has traditionally been a job that’s fallen to the brokerage firm involved in the trade. But with the recent ...

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SEC Enforcement: ‘Accountants-at-Law’?

Earlier this month, the SEC brought enforcement proceedings against Synchronoss Technologies and certain of its senior officers arising out of alleged accounting ...

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

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

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

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

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

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

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

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

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

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

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

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

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‘Pass-Through’ Voting: BlackRock Has Big Ambitions

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

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

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

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SEC Chair Gensler on Market Structure

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

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SEC Acting Chief Accountant Issues Statement on Auditor Independence

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

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Glossy Annual Reports to Appear on EDGAR!

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

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SEC to Require Electronic Filing of Form 144

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

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Outside Directorships for Non-CEOs: Best Practices

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

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SEC’s Cybersecurity Proposal: Issues for Boards

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

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Risky Business? SEC Launches Game Show-Themed PSAs

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

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

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

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Non-Audit Services: EY Considers a Breakup

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

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Human Capital: Lawmakers Push SEC to Require Expansive Standardized Data

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

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

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

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ESG Fraud Hits Interviews in Banking, the NFL

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

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One More Anniversary: The Sarbanes-Oxley Act!

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

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SEC Chair Requests More Resources

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

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California Board Gender Diversity Law Ruled Unconstitutional

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

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

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

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Privilege: Shielding Information from Your Directors?

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

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SEC Climate Change Proposal: Small Business Weighs In

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

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Climate Change Proposal: SEC Extends Comment Period

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

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Enforcement: SEC Announces Crypto-Related MD&A Proceeding

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

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

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

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

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

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What Musk’s Twitter Deal Means for Stakeholder Capitalism

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

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SPACs: Exchanges Could Also Make Life Difficult

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

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SEC Climate Change Release: Will More Time Help?

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

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Cybersecurity Oversight: Batten Down the Hatches

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

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War in Ukraine: Asking for the SEC’s Help

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

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Chair Gensler and the Bond Market

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

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Time to Prepare for Climate Change Rules?

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

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What to Do with the COVID-19 Risk Factor?

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

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Proposed 2022 DGCL Amendments Include Officer Exculpation

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

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

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

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Regulation FD: Responding to a Potential Problem

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

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SPACs: Commissioner Peirce Calls Out Failure to Grant Acceleration Request

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

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Staff Comments: Russia’s Invasion of Ukraine

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

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Artificial Intelligence: The Next Corporate Governance Frontier

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

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SEC Climate Change Proposal: Critics in Congress

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

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Another Control Deficiency for the SEC

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

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Getting Your Annual Letter to Shareholders Right

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

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

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

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Buybacks: Considerations for Volatile Times

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

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

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

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Ukraine Crisis: Guide to Cutting Business Ties with Russia

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

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

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

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

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

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SEC Investigating Non-Audit Services

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

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The SEC’s Climate Disclosure Proposal is Here

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

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A Pandemic Milestone: What Have We Learned?

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

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SEC Trading and Markets Staff Issue Statement on Market Volatility

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

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War in Ukraine: Key Accounting and Financial Reporting Challenges

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

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Cybersecurity: SEC Proposes Cyber Disclosure Rules

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

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SEC Enforcement: Accounting Actions Declined in 2021

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

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

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

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Securities Lawyers’ Survey: Who Holds the Pen?

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

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Lawsuit Shows Importance of Social Media Controls

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

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

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

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SEC Proposes Monthly Disclosures About “Big Shorts”

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

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Warren Buffett Strikes a “Corporate Citizenship” Tone

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

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The Conflict in Ukraine: More Disclosure Considerations

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

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Conflict in Europe: Considerations for Public Companies

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

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Regulation by Enforcement: BlockFi Flips the Script

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

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Board Diversity: What About People with Disabilities?

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

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Crypto: If You Give a Mouse a Bitcoin…

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

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Universal Proxy: Language for this Year’s Proxy Statement

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

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

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

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

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

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Settling Trades: SEC Proposes “T+1”

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

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Moralized Corporate Governance: How Codes of Ethics Are Changing

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

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Climate Disclosures: Changes in Response to Staff Comments

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

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Delaware to Allow Use of Captives for D&O Insurance

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

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Political Spending Oversight: Five “Best Practices”

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

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PRI’s Responsible Political Engagement Guidance

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

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The PCAOB Establishes Two Advisory Groups

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

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SEC Staff Report on Credit Rating Agencies Addresses ESG Risks

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

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NYSE Proposes Listing Standard for Rights

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

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P4P Proposal: SEC Reopens Comment Period

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

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

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

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

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

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Cybersecurity: SEC Chair Gensler Eyes New Disclosure Requirements

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

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

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

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NYSE: Annual Compliance Reminders

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

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Hybrid Shareholder Meetings: Here to Stay?

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

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BlackRock Threads the Needle: Takeaways for Companies

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

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

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

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Time to Review Your Insider Trading Policy?

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

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State Street Announces 2022 Priorities

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

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SEC Climate Change Comment Letters: Where Do They Stand?

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

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SEC Comment Periods Draw More Attention: Two Politicians Weigh In

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

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More Federal Register Delays?

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

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Crypto: Corporate Finance for Art’s Sake?

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

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Corporate Transparency: FinCEN Proposes Beneficial Ownership Information Reporting Regs

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

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Board Diversity: Boom Times for Director Candidate Training Programs

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

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

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

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Restatements Hit 20-Year Low in 2020

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

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SEC Notches Biggest SPAC Settlement Yet: $125 Million!

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

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

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

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Retail ESG Activism: There’s an App For That

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

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Corp Fin Publishes Sample Letter to China-Based Companies

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

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

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

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DOJ Launches Investigation of Short Sellers

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

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

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

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Restatements: “Little r” Determinations Draw Staff Attention

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

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

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

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Global Investors Launched a “Corporate ESG Data” Library

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

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ISS Issues 2022 Policy Updates

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

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Investors Pressure ISS to Adopt Stricter Climate Voting Policies

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

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SEC Adopts Final Rules under the Holding Foreign Companies Accountable Act

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

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

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

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Proxy Contests: SEC Mandates Universal Proxy Cards!

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

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

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

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

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

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Survey Results: Insider Trading – COVID-19 Adjustments

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

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SEC Seeks to Halt 1934 Act Registration of Tokens

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

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Climate Change Comment Letters: Round Two

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

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SEC Appoints New PCAOB Board Members

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

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

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

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ISS Seeks Comments on Benchmark Voting Policy Changes

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

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

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

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

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

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Messin’ With Asset Managers: BlackRock Prankster Hits Vanguard

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

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White Collar: DOJ Announces Corporate Criminal Enforcement Policy Changes

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

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Auditor Independence: Stay Vigilant

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

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

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

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How BlackRock’s Client-Directed Voting Could Benefit Activists

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

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Ransomware: Board Guide for Whether to Pay

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

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

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

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PCAOB’s Inspection Observations: What Audit Committees Should Know

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

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

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

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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

“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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

“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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

“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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

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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Articles

Audit Committees: PCAOB’s Conversations with Committee Chairs

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

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

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

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SEC Calendars Open Meeting: Shareholder Proposals on the Agenda

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

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#MeToo: Still Making Waves

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

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Blockchain & Internal Control: COSO’s Perspective

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

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

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

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Articles

Universal Proxy Rules: Consensus Views

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

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Articles

Reg FD Gets a “Kodak Moment”

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

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Articles

CPRA: California 2020 Ballot Initiative Means Potential Changes to CCPA

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

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Articles

Secure FTP for Supplemental Materials & Rule 83 CTRs

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

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Articles

What Does ESG Mean to You and Me?

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

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Scrutiny Intensifies on Political Spending

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

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Articles

Looking Back at Restatements: Trending Down in Number & Severity

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

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Securities Litigation: Federal & State Court Suits Down in 2020

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

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Articles

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

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

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Articles

Audit Committees: Meetings & Processes in a Pandemic

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

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Tales From the Swamp: Stimulus Money Fuels Insider Trading?

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

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Articles

COVID-19: Does “Force Majeure” Apply?

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

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

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

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Articles

COVID-19: Impact on Disclosure Controls

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

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Articles

ESG: GAO Sums Up Disclosure Dilemmas

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

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Articles

Virtual Board Meetings: Here to Stay?

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

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Articles

Providing Clarity: SASB & GRI Announce Collaboration

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

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Shareholder Derivative Suits Launched Over Diversity Concerns

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

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Articles

SEC Proposes to Increase Form 13F Reporting Thresholds

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

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Articles

Cybersecurity: The Ongoing Challenge of a Remote Workforce

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

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Political Spending: What Now?

Lobbying & political contributions have topped the list for most common shareholder proposals in the last couple of years - and with another Presidential election ...

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Articles

ICFR: How Will COVID-19 Impact Material Weaknesses?

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

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Reg Flex Agenda: Universal Proxy Rules Coming Soon?

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

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Insurance: Michigan Court Nixes COVID-19 Coverage Claim

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

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

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

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Articles

Q2 Reporting: Investors Focus on Liquidity & Human Capital Disclosure

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

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Articles

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

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

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Articles

Tangible “Corporate Purpose”: Investor Views

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

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Articles

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

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

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Articles

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

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

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Articles

COVID-19: Investors Want Mandated Disclosures

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

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Articles

SASB Disclosures: Contributing to Societal Change?

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

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Articles

Corp Fin Supplements COVID-19 Disclosure Guidance

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

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Articles

SCOTUS Reaffirms SEC’s Disgorgement Authority — With Limits

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

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Articles

SEC Chair Jay Clayton: Leaving Washington for New York?

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

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Articles

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

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

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IPOs: Virtual Road Shows On the Rise

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

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“Offboarding” to Achieve Optimal Board Composition

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

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Articles

Cyber Breach Disclosure Trends

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

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Articles

Benchmarking Compliance Reporting

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

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Improving Board Oversight of Human Capital Management

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

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Articles

Perks Disclosure SEC Enforcement Action

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

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Articles

Paycheck Protection Flexibility Act: Congress Cuts PPP Borrowers Some Slack

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

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Articles

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

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

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

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

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Going Concern: Sifting Through COVID-19 Uncertainties

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

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Articles

SPACs: Will More IPOs Mean More Lawsuits?

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

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Articles

Proxy Advisor Regulation — Is a Speed Bump the Answer?

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

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Articles

Independent Chair Proposals in a COVID-19 World

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

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Articles

SEC Investor Advisory Committee: Time to Take Up ESG Disclosure

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

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Articles

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

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

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

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

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PPP Loans: SEC Enforcement Sweep of Public Company Borrowers?

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

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Articles

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

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

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Articles

Contested Virtual Shareholder Meeting – It’s a First!

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

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Articles

PPP Good-Faith Need Certification: SBA Issues Another FAQ

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

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Articles

COVID-19 & ESG: Social Issues in the Spotlight

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

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Articles

Proposed Shareholder Resubmission Thresholds: Disproportionate Effect?

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

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Articles

Positive Effects from Publicizing Crisis Response

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

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Articles

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

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

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Capital Raising in Turbulent Times

With the ongoing turmoil in the financial markets, many companies are trying to determine whether traditional capital markets financing transactions remain a possibility ...

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Articles

Nasdaq Temporarily Eases Approval Requirements for COVID-19 Share Issuances

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

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Articles

Virtual Annual Meetings: CII Weighs In with Investor Concerns

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

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Articles

Staff Issues FAQs on COVID-19 Relief

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

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Articles

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

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

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Articles

PCAOB Wants Comments on CAM Requirements

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

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Articles

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

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

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Articles

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

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

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Articles

BlackRock’s Catching Flack from All Sides

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

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Articles

SEC Goes Remote & Virtual Like the Rest of Us

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

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Articles

PPP Loans: Beware False Claims Act Whistleblowers

Companies that are thinking about repaying their loans ought to make their decisions prior to May 7, because as a Bryan Cave blog points out, FAQ #31 provides a safe ...

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Articles

PPP Loans: You Got Your Money – Should You Give It Back?

Well, you can’t say we didn’t warn you. A number of Paycheck Protection Program loan recipients are receiving heavy duty blowback from the media and politicians ...

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Articles

Listing Standards: NYSE Joins Nasdaq in Providing Relief From Price-Based Standards

Earlier this week, I wrote about Nasdaq’s rule change providing extended compliance periods for companies that fail to meet its minimum bid price and global market cap ...

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Articles

Virtual Shareholder Meetings: Survey of Q&A Trends

With so many companies moving to virtual meetings, one of the issues that has become front and center is how shareholder Q&A sessions should be handled. A Bass Berry ...

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Articles

COVID-19 Crisis: Companies Adopt Emergency Bylaws to Ensure Board Operations

With all of the disruptions resulting from the COVID-19 pandemic, many companies are looking at board and management continuity issues, and some companies have opted to ...

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Articles

SEC & PCAOB Officials Issue Joint Statement on “Emerging Market” Risks

Yesterday, SEC Chair Jay Clayton and a group of senior SEC & PCAOB officials issued a joint statement warning about the risks posed by “emerging market” ...

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Articles

COVID-19 Crisis: What About ICFR?

The COVID-19 crisis has created a number of challenges for public companies, and one of the potentially most significant is maintaining appropriate internal control over ...

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Articles

Listing Standards: Nasdaq Provides Temporary Relief from Price-Based Standards

On Friday, the SEC approved an immediately effective Nasdaq rule change that would allow listed companies more time to return to compliance with price-based continued ...

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Articles

Rulemaking Petition Seeks to Allow Electronic Signatures Under Reg S-T

In what could be a big step forward for the SEC, a rulemaking petition from Wilson Sonsini, Fenwick & West and Cooley asks the SEC to amend rules under Reg S-T that ...

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Articles

COVID-19 Oversight: Does the Board need a Special Committee?

No doubt most boards are dealing with unprecedented challenges related to the COVID-19 pandemic. Some boards might currently have a risk committee positioned to provide ...

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Articles

Initial Investor Responses to the COVID-19 Pandemic

Rhonda Brauer has provided a couple of guest blogs; here’s her most recent post. We’re grateful for her work this time that takes a look at where investors are ...

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Articles

COVID-19 & Earnings Calls: Logistical Considerations

Social distancing and stay-at-home orders resulting from COVID-19 will make this quarter’s earnings calls different for many companies. For most it will be difficult, ...

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Articles

Corp Fin Provides Temporary Relief for Form 144 Paper Filings

Yes, Forms 144 are still required, but you can email them for a while. Corp Fin recently issued an announcement providing temporary relief for Form 144 paper filings in ...

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Articles

COVID-19 Crisis Disclosure: What About Earnings Guidance?

One of the many issues that companies are grappling with as a result of the COVID-19 crisis is what to do about earnings guidance. A Bass Berry blog addresses that ...

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Articles

SEC Chair & Corp Fin Director Issue Joint Statement on COVID-19 Disclosure

Yesterday, SEC Chair Jay Clayton and Corp Fin Director Bill Hinman issued a joint statement urging companies “to provide as much information as is practicable ...

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Articles

Paycheck Protection Program: Free Money? Don’t Bank on It

If you’re in a law firm, chances are pretty good that you’ve spent a fair amount of time during the past week getting clients up to speed on the requirements for ...

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Articles

COVID-19: New C&DI Address Application of Exemptive Order to Part III of 10-K

Yesterday, Corp Fin issued a new C&DI addressing the application of the SEC’s conditional exemptive order extending by up to 45 days after the due date for SEC ...

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Articles

Financial Reporting: SEC Chief Accountant Addresses COVID-19 Issues

SEC Chief Accountant Sagar Teotia issued a recent statement stressing the importance of high-quality financial reporting during the COVID-19 crisis. Many companies are ...

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Articles

SEC Chair Encourages Continued Disclosures Amid Pandemic

SEC Chairman Jay Clayton recently issued a public statement emphasizing that the SEC is “focused on ensuring that issuers and other registrants continue to provide ...

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Articles

Securities Offerings Amid Closed Trading Window: Disclosure Considerations

With ongoing economic uncertainty, many companies are thinking about and taking steps to address liquidity and capital resources. John wrote last week about Corp Fin’s ...

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Articles

Corp Fin Issues Two New Delayed Filing CDIs

Yesterday, Corp Fin issued two new CDIs addressing the interplay of Form 12b-25 and Corp Fin’s modified COVID-19 exemptive order that was issued last week to provide ...

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Articles

Making Use of ESG Ratings

As is often said – beauty is in the eye of the beholder – some might say the same about ESG ratings, then again maybe not. It wasn’t too long ago that Liz wrote ...

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Articles

CARES Act – Nearly Everything but the Kitchen Sink

It came together quickly; Some might say not fast enough, but last Friday, the Coronavirus Aid, Relief and Economic Security (CARES) Act became law. It is believed to be ...

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Articles

Buybacks: Are Airlines Supposed to be Treated Differently?

Nobody is likely to shed any crocodile tears over companies receiving yet another federal bailout being prohibited from this type of financial engineering, but as I read ...

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The Coronavirus: What Should Your Company Do Now?

Concerns about the magnitude of the coronavirus outbreak and its potential impact on business raise a wide array of securities law compliance and corporate governance ...

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Conduct of the Annual Meeting

Even if a company's previous annual meetings have gone smoothly, it's dangerous to assume this year's meeting will be the same. In addition to evolving meeting formats ...

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Articles

COVID-19 Disclosures: Guidance From Corp Fin

Yesterday, Corp Fin issued CF Disclosure Guidance Topic No. 9, which addresses disclosure and other securities law obligations relating to the COVID-19 crisis. The ...

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Articles

Executive Health: COVID-19 Illness Disclosures

I recently wrote about potential disclosure issues surrounding a corporate executive’s COVID-19 diagnosis. Regrettably, this is no longer a hypothetical issue. For ...

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Articles

COVID-19 Cash Crunch: Rethinking Dividends

The suddenness of the COVID-19 crisis has left many companies rethinking their liquidity needs. Those that declared a cash dividend before the crisis hit but haven’t ...

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Articles

COVID-19: Should You Update Earnings Guidance?

A lot of internal discussions are underway about whether to update earnings guidance about the effect COVID-19 might have on a company’s business or financial outlook. ...

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Annual Meetings: Attendance Considerations

This year, another aspect to annual shareholder meetings to think about is whether your directors, officers and other employees should attend the annual meeting — ...

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Articles

Board-Level Oversight of Sustainability Disclosures

Board-level oversight of sustainability initiatives and disclosure is up for grabs at many companies. A PwC memo discusses reasons audit committees might be best ...

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Articles

Virtual Shareholder Meetings: CII & Proxy Advisor Positions

Many have been wrangling with all the considerations of holding virtual-only or hybrid shareholder meetings during this time of “social distancing.” A Perkins Coie ...

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Articles

SEC Amends “Accelerated Filer” & “Large Accelerated Filer” Definitions

Yesterday, the SEC adopted amendments to the definitions of “Accelerated Filer” and “Large Accelerated Filer.” The most notable result of this action is that ...

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Articles

Disclosure: What If Your CEO Is Diagnosed With The Coronavirus?

The COVID-19 outbreak creates plenty of disclosure issues about its potential impact on a company’s business and financial condition, but there’s another one lurking ...

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Articles

Proxy Contests: Will COVID-19 Put Them on Ice?

A recent Sidley memo says that one of the consequences of the coronavirus outbreak may be a decline in proxy contests during the current season. As this excerpt points ...

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Articles

Conflict Minerals: Time for a Fresh Look at Disclosure & Compliance Programs

Remember when everybody thought the Conflict Minerals disclosure requirement was on the way out? Yeah, good times. . . Anyway, a Ropes & Gray memo says that changes ...

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Articles

SEC Asks DC Employees to Work From Home

In what may be a sign of things to come for many of us, The Washington Post reports that last night, the SEC asked employees in its DC headquarters to work from home in ...

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Articles

Earnings Calls: What are Companies Saying About the Coronavirus?

I guess we can add earnings calls to the ever-growing list of things that the coronavirus outbreak has thrown a giant monkey wrench into. A recent article from “CFO ...

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Future of the PCAOB

As reported in various news outlets, President Trump’s 2021 budget includes a proposal that would consolidate the PCAOB into the SEC. Consider me a skeptic as to the ...

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SEC Proposes Amendments to Simplify & Harmonize Private Offerings

Yesterday, the SEC issued a 341-page proposing release intended to “simplify, harmonize and improve certain aspects of the exempt offering framework.” The SEC’s ...

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Annual Meetings: Planning for COVID-19 Developments

A memo from Davis Polk walks through some of the things you might want to think about if you’re worried about the COVID-19 coronavirus and how it might affect where or ...

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SEC Amends Rules for Financial Disclosures of Registered Debt Offerings

Yesterday, the SEC voted to adopt amendments that significantly change the financial disclosure requirements for guaranteed debt offerings under Regulation S-X Rule 3-10 ...

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Internal Audit’s View of Corporate Governance

According to a recent report, Chief Audit Executives (CAEs) don’t think that companies are doing a very good job evaluating corporate governance. The report was issued ...

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D-Lister Dinged for Drumming Digital Deal!

Yesterday, the SEC announced that it had instituted a settled enforcement action against actor, musician, environmentalist, martial arts master & Russian special ...

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Warren Buffett: “Hey GAAP, Get Off My Lawn!”

Warren Buffett’s annual letter to Berkshire Hathaway shareholders came out last Saturday. It attracted the usual avalanche of media attention, but I recommend that you ...

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DFS: New York’s New Regulatory King Kong?

Armed with the formidable Martin Act, the NY Attorney General’s office has long been one the most powerful state regulators in the country, but a WilmerHale memo says ...

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Coronavirus: Implications for Contracts

It really is difficult to get your arms around the sweeping legal & business implications of the coronavirus epidemic. A Cleary Gottlieb memo picks up on one of the ...

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MD&A Guidance: What About ESG Metrics?

Well, it didn’t take long for the Division of Enforcement to focus everybody’s attention on the SEC’s recent guidance on the use of key performance indicators ...

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What to Do About Astroturfing the Comment Letter Process

It’s hard to know for sure whether astroturfing is part of the SEC comment letter process. Last fall, John wrote about the flurry of comment letters received at the ...

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Audit Committees in Action: The Latest Developments

As the burden on audit committees continues to grow, audit committees have been forced to change how they oversee, delegate and even how they meet. New audit report ...

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Conflict Minerals: Tackling Your Next Form SD

You spent a lot of time & effort on conflict minerals due diligence. Now it's time to once again prepare your Form SD. Learn the latest developments before you go ...

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Deciphering ‘Corporate Purpose’

Recent developments, including increasing attention to human capital management, corporate reputation and a slew of other E&S issues - and the Business Roundtable's ...

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SEC Public Statement on Coronavirus

Yesterday, the SEC issued a public statement on the effects of the coronavirus on financial reporting. In late January, John wrote about Chairman’s Clayton’s ...

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SEC Brings KPI Enforcement Proceeding

It looks like the SEC didn’t waste much time in finding its big company poster child for key performance indicators (KPI). Yesterday, the SEC issued a press release ...

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SEC Comment Letters: Tips to Ease Your Response Process

Responding to SEC comment letters can be tricky, so it’s always nice to read tips from Corp Fin on how to make the response process more efficient. A recent Deloitte ...

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Cyber Response Plan Testing

When it comes to “cyber response plans,” the planning stage is a lot more useful if it’s actually been tested. A blog from The D&O Diary discussing the ...

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Risk Factors: Here Come the 10-K Coronavirus Disclosures. . .

Last month, I wrote about the first 10-K filing to include a coronavirus risk factor. As concerns about the virus’s economic impact have continued to grow, a total of ...

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Insider Trading: Should Your Policy Cover More Than Legal Risks?

A recent paper from Stanford’s Rock Center notes that while most insider trading policies are designed to prevent violations of law, companies need to ask whether ...

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Audit & Non-Audit Fees: The Song Remains the Same?

Audit Analytics recently took a look at the audit fees paid by S&P 500 companies – and to say that they vary widely is a huge understatement. The average audit ...

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Proxy Access: Adopted Widely, Used Only Once

Sidley recently issued a 5-year review of proxy access developments. In addition to tracking the adoption of proxy access bylaws, the review also addresses a variety ...

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IPOs: A Fix for Section 11 Liability?

With D&O insurance premiums on the rise & more Section 11 suits being filed in plaintiff-friendly state courts, IPO companies and their directors & officers ...

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Pat McGurn’s Forecast for 2020 Proxy Season

The 2019 proxy season campaign was pretty wild - and the outlook for this year is "more of the same." Pat's always-entertaining webcast will recap what transpired during ...

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Skipped Class the Day Insider Trading was Covered?

Insider trading stories really do make me shake my head in disbelief and I did that when reading a recent story. In this case, the SEC caught up with a recent college ...

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Disclosure Reform: Are ESG Risks “Material”?

Over the past couple of years, the SEC has taken a few small steps toward “disclosure reform” – with its 2018 “Disclosure Update & Simplification” and 2019 ...

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“Proxy Advisor” & “Shareholder Proposal” Regs: Comments Are In!

With the comment period for the SEC’s proposed rules on regulating proxy advisors and the shareholder proposal process closing today – February 3rd – let’s take ...

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S-K Financial Disclosure: SEC Proposes Big Changes!

Yesterday, the SEC voted to propose significant changes to the financial disclosure provisions of Regulation S-K. The changes are intended to eliminate duplicative ...

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Cryptocurrencies: Rising NBA Star Launches ICO

If there’s one thing we know about cryptocurrencies, it’s that celebs love them. We’ve written about rapper Ghostface Killah’s unsuccessful efforts to launch his ...

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Insider Trading: Bharara Task Force Weighs In

A few years ago, I blogged over on The Mentor Blog about the establishment of a task force led by former SDNY chief Preet Bharara to make recommendations about reforming ...

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Board Diversity: Goldman Says No More “Boys Club” IPOs

Goldman Sachs’ CEO David Solomon made news at Davos last week by announcing that his firm would no longer help companies go public unless they had “at least one ...

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That Pesky 3rd Year: Corp Fin Issues 3 New MD&A CDIs

On Friday, Corp Fin issued three new Regulation S-K CDIs addressing interpretive issues arising out of last year’s Fast Act rule changes that, under some ...

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California’s “Board Gender Diversity” Law: FAQs

It’s official – California-headquartered companies are now required to have at least one female director. A WSJ article says that 244 California-based companies have ...

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Non-Financial Disclosure: What “Audit Assurance” Looks Like

One of the suggestions that keeps turning up for ESG disclosures is that companies should explain how they verify the accuracy of the info or provide some external ...

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Congress Moves to Close the “8-K Trading Gap”

Last week, the House passed the “8-K Trading Gap Act” by a vote of 384 to 7. A recent Troutman Sanders memo explains how this bill could impact insider trading ...

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The Myth of the Friday Earnings Release

At one point or another, most of us have clients who want to avoid scrutiny of sub-par results and consider the “Friday earnings release” approach. Legend has it ...

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Airbnb Establishes “Stakeholder” Board Committee

On Friday, Airbnb announced a detailed “stakeholder” approach to governance and company-wide compensation. It identifies five key groups of stakeholders (including ...

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BlackRock on Climate Change: “Against” Votes Are Coming?

It’s that time of year again! Larry Fink – BlackRock’s CEO – is out with his annual letter to CEOs. This year, he says BlackRock is taking a more aggressive ...

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More on “Shareholder Proposals on Arbitration”

Last year, John wrote about a shareholder proposal submitted to Johnson & Johnson dealing with a mandatory arbitration bylaw. The SEC granted no-action relief to ...

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Divestment: Another Investor Approach to Social Issues?

Last summer, Liz wondered whether shareholders would show renewed interest in “firearms responsibility” during the 2020 proxy season. In December, the Connecticut ...

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D&O Insurance: ESG Reputation Matters

An Allianz report highlights 5 “mega trends” likely to impact boards and officers – and the D&O insurance market – in 2020 (also see the annual Protiviti ...

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Good Governance: Does Anyone Really Know What It Is?

Red state or blue state, Fox News or MSNBC, everybody can agree that when it comes to public companies, we’re all for good governance. But what exactly do we mean by ...

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Insider Trading: 2nd Cir. Makes Prosecutors’ Day

In response to uncertainties surrounding insider trading law under Section 10(b) of the Exchange Act, in recent years federal prosecutors have increasingly opted to rely ...

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SOX 404: Point & Counterpoint on Auditor Attestations

Over on Radical Compliance, Matt Kelly recently blogged about the status of the SEC’s proposed changes to the accelerated filer definition – which would have the ...

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IPOs: WeWork a Game Changer for 2020’s Unicorns?

I’ll admit to a certain bias here, but to me 2019’s two greatest fiascos were the performance of my Cleveland Browns & the aborted WeWork IPO. While early ...

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Ransomware: The Cyber Attack That Companies Refuse to Call by Name

With all the emphasis on increased candor in disclosures about cybersecurity in recent years, it’s a little surprising that, according to a recent ProPublica report, ...

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E&S: BlackRock’s Shareholders Tiring of “Quiet Engagements”?

What will 2020 hold for BlackRock? Last year at this time, environmental activists were pegged as the pranksters behind a phony annual letter from BlackRock’s Larry ...

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Clawbacks: Turning Restatements Into a Rare Species?

John wrote a few months ago that 70% of restatements are now “Little r” revisions, according to data from Audit Analytics. A WSJ article reports on a couple of ...

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Corporate Governance Ratings: Internal Audit Enters The Game

Recently, the Institute of Internal Auditors announced a new “corporate governance index” that annually rates listed companies – based on surveys of Chief Audit ...

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Audit Committee Role & Reminders: Statement from SEC & Corp Fin

Also yesterday, a statement from SEC Chair Jay Clayton, Chief Accountant Sagar Teotia and Corp Fin Director Bill Hinman was issued to remind audit committees of their ...

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SEC Proposes “Modernization” of Auditor Independence Rules

Yesterday, the SEC announced this New Year’s gift: proposed amendments to Rule 2-01 of Reg S-X that would “modernize” the auditor independence rules and codify ...

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ESG Ratings Draw Nearly Universal Contempt

If there’s one thing that most people in our community can agree on, it’s that the proliferation of “ESG” ratings and funds is causing frustration and confusion. ...

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Corp Fin’s New “Disclosure Guidance”: Confidential Treatment Requests

RIP, Staff Legal Bulletins No. 1 and 1A. Yesterday’s new “CF Disclosure Guidance Topic No. 7: Confidential Treatment Applications Under Rules 406 & 24b-2” ...

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SEC Proposes Expanded “Accredited Investors” Def’n

As anticipated, yesterday the SEC voted to propose amendments to the definition of “accredited investors.” The proposed amendment, issued upon a 3-2 vote, will ...

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Improving Board Oversight of Risk

The board’s role in risk oversight continues to be top of mind – not only for directors, but also for shareholders, legislatures & proxy advisors. If you’re ...

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State of the SEC: A Few Nuggets from the Chair’s Testimony

Recently, SEC Chair Jay Clayton delivered a 33-page testimony to the Senate Banking Committee in a hearing about SEC oversight. Here are a few nuggets: The SEC has ...

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How to Attract & Retain New Lawyers

Law firms lose about $1 billion annually because of attrition, according to Thomson West. Being a young lawyer is marginally better than being a young investment banker ...

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Direct Listings: NYSE Files Revised Proposal!

That was fast. Earlier this week, I wrote that the SEC had rejected the NYSE’s proposed rule change to permit companies to sell newly issued primary shares via a ...

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“Climate Accounting”: Exxon Prevails in Martin Act Suit

A couple months back, I wrote that Exxon Mobil was defending itself in New York state court against allegations that it had misled investors by saying publicly that it ...

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SEC Calls Foul on “Earnings Management”

You likely saw the WSJ article last month, detailing an SEC investigation into one company’s end-of-quarter “earnings management” practices – e.g. leaning on ...

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Insider Trading Reform: Could 2020 Be the Year?

Last week, the House passed the “Insider Trading Prohibition Act” by a vote of 410-13. John wrote about the bill back in June when it passed out of the House ...

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