On April 8, 2020, the Chair of the U.S. Securities and Exchange Commission (the “SEC”) – Jay Clayton – and the Director of the SEC’s Division of Corporation Finance – William Hinman – issued a joint statement titled The...more
The guidance regarding shareholder meetings has been updated to address a number of matters, including issues related to delays in printing and mailing of proxy materials...more
The Staff of the Securities and Exchange Commission Division of Corporation Finance has issued guidance in the form of two new Compliance & Disclosure Interpretations for those issuers that may be unable to file periodic...more
The SEC’s Division of Corporation Finance published CF Disclosure Topic No. 9 providing the Staff’s current views regarding disclosure and securities law obligations that companies should consider in connection with the...more
The Securities and Exchange Commission announced that it is extending the filing periods covered by its previously enacted conditional reporting relief for certain public company filing obligations under the federal...more
On January 30, 2020, the US Securities and Exchange Commission (SEC) provided guidance (MD&A Guidance) regarding the disclosure of key performance indicators and metrics used in the Management’s Discussion and Analysis of...more
2/5/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Form 10-K ,
Form 20-F ,
MD&A Statements ,
New Guidance ,
Omissions ,
Performance Standards ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
In remarks last week, Securities and Exchange Commission Chair Clayton discussed the SEC’s proposed amendments to streamline and modernize the requirements for Management’s Discussion and Analysis (MD&A) disclosures. The...more
2/4/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
PCAOB ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Securities and Exchange Commission yesterday voted to propose amendments to the Regulation S-K requirements for Management’s Discussion and Analysis, or MD&A, and also issued agency guidance relating to MD&A. ...more
1/31/2020
/ Comment Period ,
Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
JOBS Act ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
As discussed in earlier blog posts, as a result of various FAST Act mandated changes to Regulation S-K, which were adopted by the Securities and Exchange Commission and became effective in May 2019, a registrant may omit a...more
1/31/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Filing Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
MD&A Statements ,
Omissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
On December 30, 2019, the Chair of the Securities and Exchange Commission, the SEC’s Chief Accountant, and the Director of the SEC’s Division of Corporation Finance issued a joint statement regarding the role of audit...more
1/3/2020
/ Audit Committee ,
Audited Financial Statements ,
Auditors ,
Audits ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
GAAP ,
Joint Statements ,
PCAOB ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Regulatory Requirements ,
Regulatory Standards ,
Reporting Requirements ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Year-End Planning
This past week, the House Financial Services Committee considered and passed a few bills that would, if passed by the House, result in changes to the securities laws. ...more
9/23/2019
/ Capital Formation ,
Capital Markets ,
Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Authority ,
Environmental Social & Governance (ESG) ,
Financial Regulatory Reform ,
Financial Services Committee ,
Form 8-K ,
Insider Trading ,
Investor Protection ,
Legislative Agendas ,
PCAOB ,
Proposed Legislation ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Wage and Hour ,
Whistleblower Protection Policies ,
Whistleblowers
This guide covers all related information that a securities practitioner needs when working with a Business Development Company (BDC). It provides an overview of the industry and covers applicable securities laws and...more
9/11/2019
/ Business Development ,
Business Development Companies ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Due Diligence ,
Initial Public Offering (IPO) ,
Investment Advisers Act of 1940 ,
Investment Management ,
Lock-Up Agreement ,
MD&A Statements ,
Nasdaq ,
Offerings ,
Prospectus ,
Publicly-Traded Companies ,
Securities Act ,
Securities Exchange Act ,
Securities Regulation ,
Securities Transactions ,
Stock Exchange ,
Underwriting Agreements
At an open meeting today, the Securities and Exchange Commission issued guidance to assist investment advisers in fulfilling their proxy voting responsibilities in using the services of a proxy advisory firm, and provided...more
8/21/2019
/ Anti-Fraud Provisions ,
Corporate Governance ,
Disclosure Requirements ,
Interpretive Rule ,
Investment Adviser ,
Investment Company Act of 1940 ,
New Guidance ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The amendments adopted on March 20, 2019 implementing the FAST Act mandates generally ...more
In a recent paper, “Equity Crowdfunding and Governance: Toward an Integrative Model and Research Agenda,” Douglas J. Cumming, Tom Vanacker, and Shaker A. Zahra consider the governance mechanisms in equity crowdfunded...more
Institutional investors continue to express concerns regarding dual class share structures. The Council of Institutional Investors has petitioned the Nasdaq Stock Market to change its listing rules in order to require that...more
The PCAOB recently published Staff guidance that sets out the Staff’s views relating to implementing the critical audit matters (CAMs) requirement. In its piece, “Implementation of Critical Audit Matters: the Basics,” the...more
The PCAOB recently released its 2019 Staff Inspections Outlook for Audit Committees. During its 2019 inspections, the PCAOB has said that its inspections will focus on among other things...more
The Securities and Exchange Commission adopted additional amendments that are intended to simplify disclosure requirements for public companies, investment advisers and investment companies. ...more
3/22/2019
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Investment Adviser ,
Investment Companies ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC)
Last week, the US Senate Banking Committee held a hearing on legislation introduced in the prior session of Congress relating to capital formation in order to assess whether any would garner bipartisan support....more
Not-for-profit Focusing Capital on the Long Term (FCLT) Global is dedicated to encouraging a long-term outlook in business and investment decision-making. FCLTGlobal was founded by BlackRock, CPP Investment Board, Dow,...more
There are a number of legislative proposals making their way through the House and the Senate that would affect public reporting companies and are gathering some momentum, so they bear watching....more
SEC Chair Clayton testified on December 11, 2018 before the U.S. Senate Committee on Banking, Housing and Urban Affairs. In his testimony, Chair Clayton reviewed the Commission’s Strategic Plan and outlined the agency’s...more
In September, California mandated women directors on corporate boards. In a new paper titled “Mandating Women on Boards: Evidence from the United States,” authors Sunwoo Hwang, Anil Shivdasani, and Elena Simintzi review the...more
Shortly following the SEC’s proxy roundtable, Senators Reed, Perdue, Heitkamp, Gillis, Jones and Kennedy introduced a new bill, S. 3614, which would amend the Investment Advisers Act in order to require proxy advisory firms...more