Author: Cam C. Hoang

Cam helps clients with corporate matters including governance and SEC compliance, equity plans and executive compensation, securities offerings, and mergers and acquisitions. Prior to her return to Dorsey, Cam was Senior Counsel and Assistant Secretary at General Mills, Inc., where she helped the company achieve its corporate governance and SEC compliance objectives, worked on securities offerings and M&A transactions, risk management, foundation governance, and general corporate and commercial matters. Before joining General Mills in 2005, Cam was an associate for five years in the Dorsey Corporate Group in Minneapolis.

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SEC’s Prescribed Clawback Policy – Effective Date Postponed and Approved by SEC!

SEC Rulemaking

12 Jun, 2023

SEC’s Prescribed Clawback Policy – Effective Date Postponed and Approved by SEC!

NYSE, NYSE American and Nasdaq have postponed the effective date of the proposed clawback listing standards, so they would take effect on October 2, 2023, and issuers would be required to adopt compliant clawback policies by December 1, 2023.  Furthermore, the SEC has granted accelerated approval of each exchange’s proposal, as amended. The amendments have not changed the substantive requirements for a clawback policy.  However,...

SEC Requires Electronic Submission of “Glossy” Annual Reports

SEC Rulemaking

15 Jun, 2022

SEC Requires Electronic Submission of “Glossy” Annual Reports

On June 3, 2022, the Securities and Exchange Commission mandated the electronic filing or submission of certain documents that reporting companies currently may provide as paper filings, by adopting amendments to Regulation S-T. Electronic Submission of “Glossy” Annual Reports “Glossy” annual reports, which are prepared in accordance with Rule 14a-3 of the Securities Exchange Act of 1934 and delivered to shareholders with proxy materials, must...

Universal Proxy Card Requirement

SEC Rulemaking

19 Nov, 2021

Universal Proxy Card Requirement

As expected, the SEC has adopted final rules requiring the use of universal proxy cards in shareholder meetings involving non-exempt contested director elections held after August 31, 2022. In addition, certain amendments will impact proxy disclosure for all director elections, contested or uncontested. Amended Proxy Disclosure for All Director Elections The rules establish new proxy disclosure requirements for all director elections, including uncontested elections. The proxy card...

Reminder of the SEC’s Shareholder Proposal Amendments Effective for 2022 Annual Meetings

Proxy Statements and Annual Meetings

20 Sep, 2021

Reminder of the SEC’s Shareholder Proposal Amendments Effective for 2022 Annual Meetings

For those public companies soon to be receiving shareholder proposals for their upcoming annual shareholder meetings, please keep in mind that in September 2020, the SEC adopted amendments to Rule 14a-8. These amendments apply to any shareholder proposal submitted for an annual or special meeting to be held on or after January 1, 2022. However, the SEC may revisit this rulemaking and postpone their effectiveness...

SEC Approves Nasdaq Board Diversity Listing Rules

Board Governance and Compensation / SEC Rulemaking / Securities Act Compliance

16 Aug, 2021

SEC Approves Nasdaq Board Diversity Listing Rules

On August 6, 2021, the Securities Exchange Commission (the “SEC”) approved Nasdaq Rules 5605(f) and 5606 on board diversity, which are the first of their kind to be implemented on a national scale in the United States. They are controversial, opposed by SEC Commissioners Hester Peirce and Elad Roisman, and may face legal challenges. While there has been no indication that the NYSE will follow,...

Early Compliance with MD&A Amendments Possible for Upcoming 10-Ks

Other categories

14 Jan, 2021

Early Compliance with MD&A Amendments Possible for Upcoming 10-Ks

Last November, the SEC finalized certain amendments that would eliminate selected financial data, two years of supplementary financial information, and MD&A provisions for the contractual obligations table and off-balance sheet disclosure, under certain circumstances, for SEC reports and registration statements. Companies may now early adopt these amendments for filings made after the rulemaking’s effective date of February 9, 2021, as long as they provide disclosure...

SEC Staff Releases FAQs on Regulation S-K Amendments

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking / Securities Act Compliance

10 Nov, 2020

SEC Staff Releases FAQs on Regulation S-K Amendments

In response to commonly asked questions, the SEC staff has released three FAQs related to amendments to the business description, legal proceedings and risk factor disclosure requirements in Regulation S-K Items 101, 103, and 105, discussed here.  The rulemaking became effective on November 9, 2020. Compliance for Form S-3 Registration Statements and Prospectus Supplements The first FAQ clarifies that for registration statements on Form S-3...

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This blog, published by the attorneys of Dorsey & Whitney LLP’s Corporate Governance & Compliance Practice Group, tracks the latest developments, trends and best practices in compliance, corporate governance, and disclosure.

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avatar for Cam C. HoangCam C. Hoang

Cam helps clients with corporate matters including governance and...

avatar for Jason BrenkertJason Brenkert

Jason assists clients in raising funds through capital mar...

avatar for Kimberley R. AndersonKimberley R. Anderson

Kimberley helps clients achieve key business goals through securi...

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