On August 26, 2020, the Securities and Exchange Commission (SEC or Commission) decided in a 3-2 vote to adopt amendments to modernize the disclosure required under Item 101, Description of Business; Item 103, Legal...more
On June 23, 2020, the Securities and Exchange Commission’s (SEC) Division of Corporate Finance (CorpFin) issued CF Disclosure Guidance Topic No. 9A, which supplements its earlier COVID-19-related guidance to provide...more
On June 23, 2020, the U.S. Securities and Exchange Commission’s Office of the Chief Accountant (OCA) issued a statement on the continued importance of high-quality financial reporting in light of the significant impacts of...more
On May 21, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments to its rules and forms to assist companies in determining whether an acquired or disposed business is significant and to improve the...more
In response to the current market conditions caused by the ongoing spread of COVID-19, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) have each effected rule changes in the past week that temporarily...more
Building on the Securities and Exchange Commission’s (SEC) prior guidance and updated Compliance and Disclosure Interpretations regarding disclosures in the COVID-19 environment, on April 8, Chairman Jay Clayton and William...more
The COVID-19 crisis is truly global in scope. Public issuers over a course of mere weeks have been confronted with the myriad challenges presented to their workforce and business operations. Forced to navigate uncharted...more
The Business Roundtable Statement on the Purpose of a Corporation and the annual CEO letter penned by BlackRock Chairman and Chief Executive Officer Larry Fink made waves in the discourse on good corporate governance when...more
On March 25, the Securities and Exchange Commission’s (SEC) Division of Corporate Finance (CorpFin) issued Disclosure Guidance Topic No. 9, which provides its views on disclosure and other securities law obligations companies...more
On March 25, 2020, the U.S. Securities and Exchange Commission (the SEC or Commission) issued an order that updated its March 4 order to extend the conditional exemptions from reporting and proxy delivery requirements for...more
3/30/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form 8-K ,
Proxy Statements ,
Publicly-Traded Companies ,
Relief Measures ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Public company boards face myriad unforeseen issues due to the COVID-19 pandemic. Among these issues is how to keep their key employees incentivized to maintain and advance the corporate agenda during this crisis (when their...more
Introduction - As the global pandemic of the new coronavirus disease (COVID-19) spreads across the United States, many public companies are beginning to reevaluate the format of their April, May or June annual stockholder...more
- What are the board’s duties?
- How should management keep the board informed?
- What are the critical topics and best practices for crisis management?...more
Extended Filing Deadlines – The Securities and Exchange Commission (SEC) issued an order on March 4 providing conditional filing relief for companies affected by the new coronavirus....more
On Aug. 8, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments to modernize the description of business (Item 101), legal proceedings (Item 103) and risk factor disclosures (Item 105) that companies...more
On May 3, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments, available here, to its rules and forms to simplify the disclosure requirements for financial statements relating to acquisitions and...more
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to the disclosure requirements for public companies under Regulation S-K, and to similar provisions regarding investment company disclosures. ...more
The Securities and Exchange Commission (SEC) recently adopted a final rule requiring companies to disclose practices or policies related to the ability of employees (including officers) and directors to engage in hedging...more
Speakers will review best practices for planning, conducting and keeping records of meetings of the board of directors, and will provide guidance under Delaware and Ohio law on how directors can demonstrate that they have...more
On February 21, 2018, the Securities and Exchange Commission (SEC) published interpretive guidance, titled “Commission Statement and Guidance on Public Company Cybersecurity Disclosures”(Release No. 33-10459), to assist...more
Last week, the Securities and Exchange Commission (SEC) provided additional guidance for complying with the pay ratio disclosure requirements adopted under the Dodd-Frank Act that take effect in 2018. According to SEC...more
On April 7, 2017, the Securities and Exchange Commission ("SEC") Division of Corporate Finance (the "Division") indicated that it will not recommend enforcement of the conflict minerals source and chain of custody due...more
As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this first edition of our Securities & Governance Bulletin. This resource is designed to keep executives, corporate...more
1/27/2017
/ Clawbacks ,
Conflict Mineral Rules ,
Corporate Governance ,
Directors ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
No-Action Relief ,
Pay Ratio ,
Proxy Access ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulation S-K ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Universal Proxy Cards
In recent months, the Securities and Exchange Commission (the “SEC”) has signaled that the use of non-GAAP measures will be scrutinized closely. Chair Mary Jo White has discussed non-GAAP disclosures in speeches, urging...more
On April 13, 2016, the Securities and Exchange Commission (the “SEC”) published a concept release (the “Release”) seeking comment on “modernizing certain business and financial disclosure requirements in Regulation S-K.”...more