As we previously noted, the Securities and Exchange Commission (SEC) adopted long-delayed rules on October 26, 2022, which will require companies to implement mandatory "clawback" policies with respect to incentive-based...more
10/3/2023
/ Clawbacks ,
Corporate Governance ,
Corporate Officers ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Financial Statements ,
Incentive Compensation ,
Nasdaq ,
NYSE ,
Securities and Exchange Commission (SEC)
On August 6, the Securities and Exchange Commission (SEC) approved Nasdaq listing rules implementing new board diversity disclosure requirements that will apply to most Nasdaq-listed companies (the Board Diversity Rules). The...more
8/16/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Proposed Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
The 2019 novel coronavirus (COVID-19) pandemic and responses to this crisis, including actions taken by federal, state and local governments, have had an impact on the operations of virtually every business and business...more
4/2/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Proxy Statements ,
Publicly-Traded Companies ,
Relief Measures ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
SEC/CORPORATE -
SEC Further Extends Filing Deadlines for Companies Impacted by COVID-19 -
On March 25, the Securities and Exchange Commission issued an order extending conditional relief (the Modified Order) for...more
SEC/CORPORATE -
SEC Amends the Definitions of “Accelerated Filer” and “Large Accelerated Filer” -
The Securities and Exchange Commission recently adopted amendments to the definitions of “Accelerated Filer” and...more
In the wake of the Coronavirus Disease 2019 (COVID-19) and its impact on conducting in-person meetings, the Securities and Exchange Commission (SEC) has issued guidance for issuers on how to conduct annual meetings. The SEC...more
SEC/CORPORATE -
SEC Proposes Amendments to Financial Disclosure in Regulation S-K and Issues New Guidance -
On January 30, the Securities and Exchange Commission voted to propose amendments to certain financial...more
2/11/2020
/ AML/CFT ,
Antitrust Provisions ,
Broker-Dealer ,
CFTC ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
European Securities and Markets Authority (ESMA) ,
Federal Trade Commission (FTC) ,
Financial Industry Regulatory Authority (FINRA) ,
Hart-Scott-Rodino Act ,
MD&A Statements ,
New Guidance ,
Performance Standards ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Threshold Requirements
SEC/CORPORATE -
SEC Proposes New Amendments to Modernize Shareholder Proposal Rules -
On November 5, the Securities and Exchange Commission voted to propose amendments to Rule 14a-8 of the Securities Exchange of 1934...more
11/11/2019
/ Broker-Dealer ,
CFTC ,
Corporate Governance ,
Derivatives ,
Financial Conduct Authority (FCA) ,
Investment Adviser ,
No-Action Letters ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
UK Brexit
SEC/CORPORATE -
SEC Issues Legal Bulletin Regarding Shareholder Proposals Exclusion -
On October 16, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission issued Staff...more
10/21/2019
/ AML/CFT ,
Asset Management ,
Broker-Dealer ,
CFTC ,
Corporate Governance ,
Derivatives ,
Digital Assets ,
Financial Conduct Authority (FCA) ,
FinCEN ,
Rule 14a-8 ,
Rule 14a-8(i)(7) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Swaps ,
Virtual Currency
SEC/CORPORATE -
SEC Staff Announces Changes to Rule 14a-8 No-Action Request Process -
On September 6, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission announced...more
9/16/2019
/ Broker-Dealer ,
CFTC ,
Consolidated Audit Trail ,
Corporate Governance ,
EMIR ,
European Securities and Markets Authority (ESMA) ,
Financial Conduct Authority (FCA) ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Markets ,
No-Action Letters ,
No-Action Requests ,
Proposed Amendments ,
Regulation Best Interest ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
SEC/CORPORATE -
SEC Issues C&DI on Disclosure of Self-Identified Director Diversity Characteristics -
On February 6, the staff of the Division of Corporation Finance of the Securities and Exchange Commission released...more
2/11/2019
/ C&DIs ,
Central Counterparties ,
Corporate Governance ,
Depository Institutions ,
EMIR ,
EU ,
EU Central Securities Depository Directive ,
Memorandum of Understanding ,
MiFIR ,
No-Deal Brexit ,
Office of Financial Sanctions Implementation (OFSI) ,
Securitization ,
UK Brexit
SEC/CORPORATE -
California Adopts Law Regarding Female Representation on Boards of Directors of Publicly Held Companies -
On September 30, California Governor Jerry Brown signed into law California Senate Bill 826 (SB...more
10/8/2018
/ Australia ,
Bank Secrecy Act ,
Benchmarks ,
Board of Directors ,
CFTC ,
Commodity Trading Advisors (CTAs) ,
Corporate Governance ,
CPOs ,
Cross-Border Transactions ,
Diversity ,
EU Market Abuse Regulation (EU MAR) ,
FinTech ,
Gender Equity ,
Libor ,
MiFID II ,
MiFIR ,
Swaps ,
UK Brexit ,
Woman Board Members
SEC/CORPORATE -
SEC Issues Smaller Reporting Company Compliance Guide -
On August 10, the staff of the Securities and Exchange Commission published A Small Entity Compliance Guide for Issuers (the Guide), which...more
8/20/2018
/ Antitrust Provisions ,
CFIUS ,
CFTC ,
Corporate Governance ,
Court of Justice of the European Union (CJEU) ,
Crowdfunding ,
Derivatives ,
ECON ,
FIRRMA ,
Foreign Investment ,
Futures Commission Merchants (FCMs) ,
Smaller Reporting Companies
SEC/CORPORATE -
SEC Amends the Definition of “Smaller Reporting Company” -
On June 28, the Securities and Exchange Commission announced that it adopted amendments to the definition of “smaller reporting company,” which...more
7/23/2018
/ Alternative Trading System (ATS) ,
Bitcoin ,
Corporate Governance ,
Derivatives Clearing Organizations ,
EU Benchmark Regulation ,
Risk Alert ,
Rule 701 ,
Securities Exchange Act ,
Smaller Reporting Companies ,
Sovereign Debt ,
UK Brexit ,
Virtual Currency ,
Volcker Rule
FASB Ceases Work on Proposal To Amend Definition of “Materiality” for US GAAP -
As previously discussed in the September 1edition of Corporate & Financial Weekly Digest, the Financial Accounting Standards Board (FASB) had...more
12/4/2017
/ C&DIs ,
Corporate Governance ,
Due Diligence ,
FinCEN ,
GAAP ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Rule 701 ,
UK Brexit ,
Virtual Currency
SEC/CORPORATE -
On November 1, the Division of Corporation Finance of the Securities and Exchange Commission (Division) published Staff Legal Bulletin No. 14I (SLB 14I), which provides new, issuer-friendly guidance on...more
SEC/CORPORATE -
SEC Approves PCAOB Rule to Require Enhanced Audit Reports -
On October 23, the Securities and Exchange Commission approved new audit reporting standard, AS 3101, proposed by the Public Company Accounting...more
SEC/CORPORATE -
SEC Announces Rule Proposal to Modernize, Simplify and Increase the Accessibility of Required Disclosure -
On October 11, the Securities and Exchange Commission issued a press release announcing that it...more
SEC Issues New C&DI Relating to Submission of Annual Reports to SEC -
On November 2, the Division of Corporation Finance (Division) of the Securities and Exchange Commission issued a new Compliance and Disclosure...more
11/14/2016
/ C&DIs ,
Canada ,
Chief Compliance Officers ,
Corporate Governance ,
EU ,
Forex ,
MiFID II ,
MiFIR ,
Passporting ,
Pay-for-Performance ,
Proxy Season ,
UK ,
UK Brexit
On October 22, the Securities and Exchange Commission’s Division of Corporation Finance (Division) issued Staff Legal Bulletin No. 14H (SLB 14H), which (1) sets forth a new standard for determining when a shareholder proposal...more
On September 28, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2015–2016 global voting policy survey. The survey, which received 421 responses from a combination of...more
SEC/CORPORATE -
ISS Publishes Results of 2015–2016 Annual Global Policy Survey -
On September 28, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2015–2016...more
10/5/2015
/ Banks ,
Broker-Dealer ,
Bylaws ,
CEOs ,
CFTC ,
Consumer Financial Protection Bureau (CFPB) ,
Consumer Lenders ,
Corporate Governance ,
Derivatives ,
Derivatives Clearing Organizations ,
Director Compensation ,
EU ,
European Securities and Markets Authority (ESMA) ,
FFIEC ,
Financial Industry Regulatory Authority (FINRA) ,
GAAP ,
Independent Boards ,
Institutional Shareholder Services (ISS) ,
Liquidity Risk Management Rule ,
Proxy Access Rule ,
Proxy Season ,
Regulation Technical Standards (RTS) ,
Securities and Exchange Commission (SEC) ,
Swaps ,
Trade Market Abuse
On August 5, the Securities and Exchange Commission adopted the final rule regarding pay ratio disclosure that amends Item 402 of Regulation S-K to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer...more
In This Issue:
- SEC Denies Motion to Stay Regulation A+
- SEC Requests Public Comment on ETPs
- CFTC Further Extends Valuation Data Reporting Relief for SDs and MSPs
- Eleventh Circuit Upholds...more
6/22/2015
/ Alternative Investment Funds ,
AMF ,
Banking Sector ,
Broker-Dealer ,
Brokers ,
CFTC ,
Commodities ,
Corporate Governance ,
Exchange-Traded Products ,
FDIC ,
Food Commodities ,
Insider Trading ,
Mortgage Lenders ,
Mortgages ,
OCC ,
Regulation A ,
Securities and Exchange Commission (SEC) ,
Wire Fraud
Glass Lewis, a leading proxy advisory firm, recently announced enhancements to the performance metrics used in both its US and Canadian pay-for-performance (PFP) models and its US equity plan model. The current Glass Lewis...more