Author: Jason Brenkert

Jason assists clients in raising funds through capital markets transactions, mergers and acquisitions and providing advice on corporate governance, general corporate law and public company disclosure obligations.

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SEC Staff provides Guidance for Public Companies on Tax Cuts and Jobs Act

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

9 Jan, 2018

SEC Staff provides Guidance for Public Companies on Tax Cuts and Jobs Act

On December 22, 2017, the Securities and Exchange Commission announced publication of staff guidance for issuers, auditors, and others to ensure timely public disclosures of the accounting impacts of the Tax Cuts and Jobs Act (the “TCJA”), which was enacted on December 22, 2017. Specifically, the staff of the Office of the Chief Accountant and the Division of Corporation Finance issued the following interpretations: Staff...

NYSE Rule Change Requires Ten Minutes Advance Notice of Public Announcement of Dividends or Stock Distributions

Investor Relations and Communications

16 Aug, 2017

NYSE Rule Change Requires Ten Minutes Advance Notice of Public Announcement of Dividends or Stock Distributions

On August 14, 2017, the SEC approved an NYSE rule change that requires listed companies to give notice to the NYSE at least 10 minutes before any public announcement of dividends or stock distributions, even if such announcements occur outside the hours of the Exchange’s current immediate release policy. The rule change was effective immediately. The Exchange’s immediate release policy (Sections 202.05 and 202.06 of...

Gender Pay Gap Reporting for Companies with More Than 250 Employees in Great Britain

Legislative Actions

12 Apr, 2017

Gender Pay Gap Reporting for Companies with More Than 250 Employees in Great Britain

Beginning April 2017, companies with 250 or more employees in England, Wales and Scotland on April 5th should be aware of a requirement to begin publishing annually on their own website and on a government website the following four figures: Gender pay gap (mean and median averages) Gender bonus gap (mean and median averages) Proportion of men and women receiving bonuses Proportion of men and...

SEC Issues Final Rules to Make JOBS Act Inflation Adjustments and Amendments to Forms and Rules to Accommodate Emerging Growth Companies

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

11 Apr, 2017

SEC Issues Final Rules to Make JOBS Act Inflation Adjustments and Amendments to Forms and Rules to Accommodate Emerging Growth Companies

On March 31, 2017, the Securities and Exchange Commission (SEC) issued final rules regarding inflation adjustments and other technical amendments under Title I and III of the Jumpstart Our Business Startups (JOBS) Act. Under the inflation adjustments, the SEC adjusted the gross revenue threshold for an issuer to lose its status as an Emerging Growth Company (EGC) from $1.0 billion to $1.07 billion, a $70...

SEC Rulemaking / Securities Act Compliance

24 Mar, 2017

SEC Adopts T+2 Settlement Cycle

On March 22, 2017, the Securities and Exchange Commission adopted an amendment to Rule 15c6-1(a) to shorten by one business day the standard settlement cycle for most broker-dealer securities transactions. Currently, the standard settlement cycle for these transactions is three business days, known as T+3. The amended rule shortens the settlement cycle to two business days, T+2. The amended rule will take effect on September...

Senate Banking Committee Focused on Deregulation

Equity Compensation / Legislative Actions / Securities Act Compliance

17 Mar, 2017

Senate Banking Committee Focused on Deregulation

On March 9, 2017, the Senate Banking Committee passed a series of four bills focused on deregulation, including one that would make it easier for privately held companies to issue stock awards through equity compensation plans. Each of the bills was a bipartisan effort. One bill eases certain restrictions on reporting on exchange traded funds (ETFs). The bill would address securities laws and regulations that...

Proxy Statements and Annual Meetings / Shareholder Activism

16 Nov, 2016

First U.S. Proxy Access Nominee

On November 10, 2016, GAMCO Asset Management filed a Schedule 13D/A and 14N announcing that it had used the proxy access bylaw at National Fuel Gas to nominate a director candidate for election to NFG’s board at the upcoming 2017 annual meeting of shareholders. This nomination appears to be the first use of proxy access bylaws by a shareholder to nominate a director in the...

SEC Staff Makes Life a Little Easier for Reporting Companies by Permitting Annual Reports to Shareholders to be posted on Company Websites

Exchange Act Reporting and Disclosure Effectiveness / Proxy Statements and Annual Meetings / SEC Rulemaking

9 Nov, 2016

SEC Staff Makes Life a Little Easier for Reporting Companies by Permitting Annual Reports to Shareholders to be posted on Company Websites

On November 3, 2016, in a new C&DI, the SEC Staff stated they will not object if a company posts an electronic version of its annual report to shareholders on its corporate web site by the dates specified in Rule 14a-3(c), Rule 14c-3(b) and Form 10-K, respectively, in lieu of mailing paper copies or submitting it on EDGAR. The report must remain accessible for at...

SEC’s Proposed New Mining Disclosure Rules

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

6 Jul, 2016

SEC’s Proposed New Mining Disclosure Rules

The SEC has proposed some long overdue rules relating to mining disclosure. The proposed rules are designed to bring US disclosure in closer alignment with global standards. See our summary here: https://www.dorsey.com/newsresources/publications/client-alerts/2016/07/new-mining-disclosure-rules

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