Category: SEC Rulemaking

When It Comes to Self-Identified Diversity: Trust But Verify

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

10 Feb, 2019

When It Comes to Self-Identified Diversity: Trust But Verify

On February 6, 2019, the SEC’s Division of Corporation Finance released Compliance and Disclosure Interpretations (identical Questions 116.11 and 133.13) advising companies on how they should disclose directors’ self-identified specific diversity characteristics (such as race, gender, ethnicity, religion, nationality, disability, sexual orientation or cultural background) in proxy statements. In brief, Corp Fin would expect the company’s discussion of directors’ experience, qualifications, attributes or skills pursuant...

Did you catch these developments for the 2019 proxy statement and Form 10-K?

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

15 Jan, 2019

Did you catch these developments for the 2019 proxy statement and Form 10-K?

The 10-K and proxy season begins in a little over a month for companies with calendar fiscal year-ends. The following governance and disclosure developments should be considered in the course of preparing these filings. For additional background, see our presentation and supplemental materials for Preparing for the 2019 SEC Reporting Season. Proxy Statement Impact of the government shutdown: During the government shut down, the SEC is...

SEC Updates FAQs Regarding the Ongoing Government Shutdown

Ethics and Compliance / Exchange Act Reporting and Disclosure Effectiveness / Investor Relations and Communications / Legislative Actions / Proxy Statements and Annual Meetings / SEC Rulemaking / Securities Act Compliance

15 Jan, 2019

SEC Updates FAQs Regarding the Ongoing Government Shutdown

On January 10, 2019, the Division of Corporation Finance of the Securities and Exchange Commission updated its Frequently Asked Questions (FAQs) about how to handle certain filing matters during the U.S. government shutdown, which is now entering its fourth week. (See, sec.gov/page/corpfin-section-landing.) The staff revised questions 4 and 5 and added new questions 6 and 9. Question 4 was revised to emphasize that Rule 430A is...

2 Jan, 2019

U.S. Government Shutdown Impacts SEC Operations, EDGAR and Other Filings, Enforcement and Regulatory Activities

In response to the U.S. government shutdown that began on December 22, 2018, the U.S. Securities and Exchange Commission and its Divisions of Corporation Finance and Investment Management published public guidance regarding the impacts on their operations. Although electronic filings will continue to be accepted in many cases, as described below, nearly all SEC operations, including the review and processing of filings and enforcement and...

SEC Requests Comments on Earnings Releases and Quarterly Reporting

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

19 Dec, 2018

SEC Requests Comments on Earnings Releases and Quarterly Reporting

The SEC issued a request for comment on the nature and timing of disclosures that reporting companies must provide in quarterly reports on Form 10-Q, including when the requirements overlap with earnings releases furnished on Form 8-K. Comments will be due within 90 days of publication of this request in the Federal register. Comments may be submitted through the SEC’s Internet comment form on its...

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

18 Dec, 2018

SEC Adopts Hedging Disclosure Rules

The SEC adopted new rules today that will require disclosure of a company’s hedging policies in proxy statements or information statements relating to the election of directors. The new rules are set forth in new Item 407(i) of Regulation S-K and require a company to describe any practices or policies it has adopted regarding the ability of its employees, officers or directors to engage in...

Effective Date for Disclosure Simplification

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

4 Oct, 2018

Effective Date for Disclosure Simplification

On August 17th, the SEC adopted amendments updating and simplifying disclosure rules. See our prior summaries here and here. The rules have finally been posted today in the Federal Register, which makes them effective November 5, 2018. Among the amendments is the extension of a previously annual requirement to interim periods, to present a statement of changes in shareholders’ equity and to disclose the...

Exchange Act Reporting and Disclosure Effectiveness / Other categories / SEC Rulemaking

26 Sep, 2018

SEC Clarifies Effective Date for Disclosure Simplification Rules

In August, the SEC adopted amendments updating and simplifying disclosure rules. See our prior summary here. Notable amendments included: the extension of a previously annual requirement to interim periods, to present a statement of changes in shareholders’ equity and to disclose the amount of dividends per share for each class of shares (vs common shares only) (either in a separate statement or a footnote)(revised Rules...

SEC Withdraws No Action Letters on Proxy Advisory Firms

Corporate Governance Committees, Policies and Practices / Investor Relations and Communications / Other categories / Proxy Statements and Annual Meetings / SEC Rulemaking / Shareholder Activism

13 Sep, 2018

SEC Withdraws No Action Letters on Proxy Advisory Firms

In order to facilitate discussion on the role of proxy advisory firms at the upcoming Roundtable on the Proxy Process, which is scheduled for November 2018, the SEC staff has determined to withdraw two no action letters that provided comfort to investment advisers in relying on proxy advisory firm recommendations: In Egan-Jones Proxy Services (May 27, 2004), the staff had confirmed that by voting based on the...

New SEC Rules Eliminates Duplicative, Overlapping, Outdated Disclosure Requirements

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

19 Aug, 2018

New SEC Rules Eliminates Duplicative, Overlapping, Outdated Disclosure Requirements

The Securities and Exchange Commission (SEC) announced last Friday that it has adopted amendments to certain disclosure requirements that have become duplicative, overlapping, or outdated in light of other Commission disclosure requirements, US Generally Accepted Accounting Principles (GAAP), or changes in the information environment. These amendments were originally proposed in 2016, in order to implement provisions of the Fixing America’s Surface Transportation (FAST) Act. ...

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