Category: SEC Rulemaking

Shareholder Proposals Restricting Board/Management Access to Preliminary Voting Results May Be Excluded

Investor Relations and Communications / Proxy Statements and Annual Meetings / SEC Rulemaking / Shareholder Activism

13 Jan, 2017

Shareholder Proposals Restricting Board/Management Access to Preliminary Voting Results May Be Excluded

On January 6, 2017, the SEC Staff granted no-action relief that would allow companies to exclude shareholder proposals preventing management or the board from accessing preliminary voting results on uncontested matters prior to the annual meeting, including a running tally of votes for and against, and using that information to solicit votes. See, The Boeing Company, Ferro Corporation, Honeywell International Inc., L-3 Communications Holdings, Inc.,...

Remember New Item 16 When Filing Your Form 10-K This Year

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

10 Jan, 2017

Remember New Item 16 When Filing Your Form 10-K This Year

For public companies whose fiscal year is the calendar year, the 10-K season is quickly approaching. One technical change to Form 10-K this year is the addition of new Item 16 (Form 10-K Summary). As you may recall, the Fixing America’s Surface Transportation Act, more commonly known as the FAST Act, which became law in December 2015, was primarily a transportation bill, but also contained...

Securities Law Matters to Consider for 2017

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

9 Jan, 2017

Securities Law Matters to Consider for 2017

2016 was a busy year for securities law developments, with the SEC adopting and proposing new rules and issuing significant interpretations that will affect SEC reporting companies in the coming years. We have highlighted a few of these recent developments in this post as companies prepare for the upcoming reporting cycle. With the new incoming U.S. administration it is important to note that some of...

SEC Endorses Use of Conditional Offers to Buy Shares in IPOs

SEC Rulemaking / Securities Act Compliance

16 Dec, 2016

SEC Endorses Use of Conditional Offers to Buy Shares in IPOs

The SEC recently issued a no-action letter to Morgan Stanley that will streamline the process for its wealth management clients to participate in IPOs. The SEC said it would not object to Morgan Stanley’s proposed use of conditional offers to buy shares (“COBs”) prior to the effectiveness of IPO registration statements under specific conditions. The no-action request and the SEC’s letter confirm that COBs, if...

Guidance Provided by SEC on Abbreviated Debt Tender Offers

SEC Rulemaking / Securities Act Compliance

2 Dec, 2016

Guidance Provided by SEC on Abbreviated Debt Tender Offers

On November 18, 2016, the SEC’s Division of Corporation Finance issued a set of compliance and disclosure interpretations (“C&DIs”) pertaining to abbreviated debt tender offers, which were the subject of an SEC no-action letter in early 2015. The new C&DIs offer important clarifications regarding abbreviated debt tender offers and the previous no-action letter guidance. Read more in our full summary here: https://www.dorsey.com/newsresources/publications/client-alerts/2016/11/guidance-provided-by-sec

SEC Allows Companies to Conduct a Generally Solicited Securities Offering Immediately Following a Privately-Solicited Offering

SEC Rulemaking / Securities Act Compliance

18 Nov, 2016

SEC Allows Companies to Conduct a Generally Solicited Securities Offering Immediately Following a Privately-Solicited Offering

On November 17, 2016, the SEC issued a new interpretation stating that a company may conduct a generally solicited offering of securities under Rule 506(c) immediately following a completed securities offering made in reliance upon Rule 506(b), without invalidating the prior offering.  The SEC’s new interpretation will give companies more flexibility in their financing plans, allowing them to potentially take advantage of the best of...

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 Proposes Universal Ballots in Contested Elections

Proxy Statements and Annual Meetings / SEC Rulemaking / Shareholder Activism

1 Nov, 2016

SEC Proposes Universal Ballots in Contested Elections

On October 26, 2016, in a split vote, the SEC proposed the mandated use of universal ballots in contested director elections at annual meetings. The proposed rules were controversial even before they were proposed – the House of Representatives approved a spending bill this summer that included a provision prohibiting the SEC from proposing or implementing the use of the universal ballots in contested elections....

New CDIs Help Issuers With Pay Ratio Disclosure, A Little

Exchange Act Reporting and Disclosure Effectiveness / Executive Compensation and Disclosure / Investor Relations and Communications / SEC Rulemaking

25 Oct, 2016

New CDIs Help Issuers With Pay Ratio Disclosure, A Little

On October 19th, the SEC released five new Compliance and Disclosure Interpretations (“CDIs”) relating to the upcoming “Pay Ratio Disclosure” requirements in Item 402(u) of Regulation S-K. Item 402(u) Pay Ratio Disclosure requirements, mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, require each covered public company to make annual disclosure of the ratio of its principal executive officer’s total annual compensation to...

Hyperlinks Proposed for SEC Filings

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

6 Sep, 2016

Hyperlinks Proposed for SEC Filings

On August 31, 2016, as part of the SEC’s continued Disclosure Effectiveness Initiative, the SEC proposed amendments that would require the inclusion of hyperlinks to exhibits to most registration statements and periodic and current reports. The proposed rules would also require these filings to be in HTML format. Read more in our full summary here:  https://www.dorsey.com/newsresources/publications/client-alerts/2016/09/hyperlinks-proposed-for-sec-filings

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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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