Category: SEC Rulemaking

SEC Rulemaking

21 Dec, 2022

SEC Amends Insider Trading Safe Harbor and Requires New Disclosures to Address Insider Trading Risks

On December 14, 2022, the SEC adopted final rules amending Rule 10b5-1, the safe harbor that allows directors, executive officers and others, including issuers, to engage in securities transactions while in possession of material non-public information, by entering into a binding contract, instruction or plan adopted prior to effecting the transaction and at a time when the seller was not in possession of material non-public...

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...

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,...

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...

Proposed SEC Exemption for Certain Finders

SEC Rulemaking

12 Oct, 2020

Proposed SEC Exemption for Certain Finders

On October 7, 2020, the Securities and Exchange Commission (”SEC”) proposed a new limited, conditional exemption from broker-dealer registration requirements of Section 15(a) of the Securities and Exchange Act of 1934, as amended (“Exchange Act”) for “finders” who assist issuers with raising capital in private markets from accredited investors. The proposed exemption would permit natural persons to engage in certain defined and limited activities involving...

It’s Time to Talk Diversity in D and O Questionnaires (with Sample Question)

Board Governance and Compensation / Corporate Governance Committees, Policies and Practices / Exchange Act Reporting and Disclosure Effectiveness / Other categories / Proxy Statements and Annual Meetings / SEC Rulemaking

4 Oct, 2020

It’s Time to Talk Diversity in D and O Questionnaires (with Sample Question)

Corporate secretaries of public companies will soon be updating their D&O questionnaires for the 2021 proxy season, and they should consider whether to include a question that allows directors to self-identify as diverse.  While companies may be hesitant to raise the issue, increasingly, they are being asked for diversity data on their boards and employees.   In recent news: The California governor has signed into law...

SEC Updates Accredited Investor and Qualified Institutional Investor Definitions

SEC Rulemaking

23 Sep, 2020

SEC Updates Accredited Investor and Qualified Institutional Investor Definitions

On August 26, 2020, the Securities and Exchange Commission (the “Commission”) adopted amendments to update the definition of “accredited investor” in the Commission’s rules governing certain kinds of private securities offerings, including securities offerings to natural persons and entities conducted pursuant to Rules 506(b) and 506(c) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”), and the definition...

What Counts as a “Perk” During the COVID-19 Pandemic?

Compensation Committees / Exchange Act Reporting and Disclosure Effectiveness / Executive Compensation and Disclosure / Other categories / Proxy Statements and Annual Meetings / SEC Rulemaking

22 Sep, 2020

What Counts as a “Perk” During the COVID-19 Pandemic?

Companies have offered benefits to employees, including executive officers, to enable them to continue their work and otherwise to make their lives easier during the COVID-19 pandemic.  Now the SEC has released additional guidance as to when these benefits constitute perquisites or personal benefits that should be included in executive compensation for proxy disclosure purposes.  See Question 219.05 of the SEC’s Compliance and Disclosure Interpretations. ...

SEC Updates Requirements for Business, Legal Proceedings and Risk Factor Disclosures

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

7 Sep, 2020

SEC Updates Requirements for Business, Legal Proceedings and Risk Factor Disclosures

The Securities and Exchange Commission (the “SEC”) has adopted amendments to Regulation S-K to update the description of business (Item 101), legal proceedings (Item 103), and risk factors (Item 105) that public companies are required to provide in certain registration statements and reports. These disclosure requirements have not undergone significant revisions in over 30 years. In related remarks, SEC Chair Jay Clayton emphasized the modernizing...

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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...

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

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