On August 26, 2020, the Securities and Exchange Commission (“SEC”) adopted new rules amending the definition of “accredited investor” in Regulation D under the Securities Act of 1933, which according to SEC Chairman Jay...more
On June 23, 2020, the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) issued CF Disclosure Guidance: Topic No. 9A, Coronavirus (“COVID-19”)—Disclosure Considerations Regarding Operations,...more
On March 25, 2020, the Securities and Exchange Commission (“SEC”) issued guidance regarding disclosure and securities law obligations companies should consider in connection with the COVID-19 pandemic. The SEC made it clear...more
Conflict Minerals Rule -
Acting SEC Chairman Michael S. Piwowar issued a statement on January 31, 2017 directing the SEC staff to reconsider whether the 2014 Guidance is still appropriate and whether any additional...more
The corporate governance focus has traditionally been on executive compensation, rather than on director compensation. Compensation Discussion and Analysis and executive compensation tables in proxy statements, say-on-pay...more
In August 2016, the SEC issued cease-and-desist orders against two different companies for using severance agreements which required exiting employees to waive their ability to obtain monetary awards under the SEC’s...more
On April 1, 2015, the SEC announced its first enforcement action against a company for utilizing language in a confidentiality agreement which could discourage whistleblowing....more
On February 9, 2015, the Securities and Exchange Commission, as required by Section 955 of the Dodd-Frank Act, issued proposed rules requiring enhanced proxy disclosure of a company’s hedging policies for its directors,...more
In October 2014, the SEC’s Division of Trading & Markets issued FAQs to remind broker-dealers of their obligation to conduct a reasonable inquiry when selling securities in an unregistered transaction in reliance on Section...more
On Friday, the SEC issued an official order staying the effective date for compliance with the portions of the conflict mineral rules that would require issuers to make statements that the United States Court of Appeals for...more
Today the SEC issued a Statement on the Effect of the Recent Court of Appeals Decision on the Conflict Minerals Rule. (See our earlier blogs regarding the conflict minerals rule and the legal challenge thereto). Form SD...more
Yesterday, the United States Court of Appeals for the District of Columbia issued its opinion on the conflict minerals legal challenge. The ruling rejected a number of the petitioner’s arguments, but agreed with the...more