Governance & Compliance Insider

Some Thoughts on Preparing Forward-Looking Statements During the COVID-19 Pandemic

Investor Relations and Communications / Securities Act Compliance

14 Apr, 2020

Some Thoughts on Preparing Forward-Looking Statements During the COVID-19 Pandemic

In light of the COVID-19 pandemic, SEC Chair Clayton and Director William Hinman have issued a joint statement urging public companies to provide as much information as is practicable regarding their current financial and operating status, as well as their future operational and financial planning, in upcoming earnings releases and analyst and investor calls. The joint statement is summarized here. In the joint statement, companies...

SEC Updates Guidance on Shareholder Meetings Affected by COVID-19

Proxy Statements and Annual Meetings

14 Apr, 2020

SEC Updates Guidance on Shareholder Meetings Affected by COVID-19

On April 7, 2020, the SEC updated its prior guidance for conducting shareholder meetings in light of COVID-19 concerns to address delays in printing and mailing of proxy materials and clarify that its guidance applies for special meetings of shareholders, as well as annual meetings. Previously, the SEC had advised issuers of its view that an issuer that has already mailed and filed its definitive...

SEC Chairman Issues Public Statement Encouraging Public Companies to Make Prompt COVID-19 Disclosure; No Action on Certain Proposed Rule Making until May 1

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

8 Apr, 2020

SEC Chairman Issues Public Statement Encouraging Public Companies to Make Prompt COVID-19 Disclosure; No Action on Certain Proposed Rule Making until May 1

On April 2, 2020, SEC Chairman John Clayton, issued a public statement amid the ongoing COVID-19 pandemic. In the statement, Chairman Clayton stated that the Commission and its staff remain focused on protecting the interests of Main Street investors who are “the lens through which” the Commission evaluates if it is effectively advancing its mission and noting that the Commission “continue[s] to allocate [its] resources...

SEC Extends Filing Relief for Companies Affected by COVID-19

Exchange Act Reporting and Disclosure Effectiveness / Other categories / Proxy Statements and Annual Meetings / SEC Rulemaking / Securities Act Compliance

25 Mar, 2020

SEC Extends Filing Relief for Companies Affected by COVID-19

The Securities and Exchange Commission has extended an earlier order, so that subject to certain conditions that we reported on here, public companies may have an additional 45 days from the original due date to file their Exchange Act reports that are otherwise due between March 1 and July 1, 2020. Companies relying on this relief, in compliance with the conditions imposed by the order,...

SEC Issues Guidance on COVID-19 Disclosures and Other Matters

Exchange Act Reporting and Disclosure Effectiveness / Securities Act Compliance

25 Mar, 2020

SEC Issues Guidance on COVID-19 Disclosures and Other Matters

On March 25, the SEC issued CF Disclosure Guidance Topic No. 9 that provides the Division of Corporation Finance’s current views regarding disclosure and other securities law obligations that companies should consider with respect to COVID-19 and related business and market disruptions. In the guidance, the SEC recognizes that it may be difficult to assess or predict with precision the broad effects of COVID-19 on...

SEC Staff Offers Relief From Manual Signature Requirements Amid Coronavirus Concerns

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

24 Mar, 2020

SEC Staff Offers Relief From Manual Signature Requirements Amid Coronavirus Concerns

As more annual meetings may be held virtually this year, and many board meetings are being held telephonically due to social distancing or travel restrictions caused by COVID-19, working remotely has created a number of logistical challenges for companies, including the gathering of manually executed signature pages for electronic filings with the SEC. The Staff of the SEC has now provided guidance to help address...

Federal Reserve Announces Sweeping Actions

Other categories

24 Mar, 2020

Federal Reserve Announces Sweeping Actions

Prior to the open of markets in the U.S. on March 23, the Federal Reserve announced that it is committed to using its full range of tools to address the coronavirus pandemic. The steps announced by the Federal Reserve are described in this eUpdate.

New SEC Proposed Amendments Seek to Improve and Harmonize Private Offering Exemptions

SEC Rulemaking / Securities Act Compliance

17 Mar, 2020

New SEC Proposed Amendments Seek to Improve and Harmonize Private Offering Exemptions

On March 4, 2020, the Securities and Exchange Commission (the “Commission”) proposed amendments to the private offering exemptive framework under the Securities Act of 1933, as amended (the “Securities Act”) to “simplify, harmonize, and improve certain aspects of the framework” with the goal of promoting capital formation while maintaining investor protections. The current private offering framework is a set of exemptions and safe harbors which...

SEC Takes Targeted Action to Assist Funds and Advisers, Permits Virtual Board Meetings and Provides Conditional Relief from Certain Filing Procedures

Investment Company Act

17 Mar, 2020

SEC Takes Targeted Action to Assist Funds and Advisers, Permits Virtual Board Meetings and Provides Conditional Relief from Certain Filing Procedures

On March 13, 2020, the Securities and Exchange Commission (SEC), indicating that it is closely monitoring the impact of coronavirus on investors, funds and advisers, announced regulatory relief for funds and investment advisers whose operations may be affected by the coronavirus. The relief covers in-person board meetings and certain filing and delivery requirements for investment funds and investment advisers. Recognizing that the impacts of the...

SEC Amends Definition of Accelerated and Large Accelerated Filer

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

17 Mar, 2020

SEC Amends Definition of Accelerated and Large Accelerated Filer

On March 12, 2020, the Securities and Exchange Commission (the “Commission”) adopted amendments to the “accelerated filer” and “large accelerated filer” definitions in the Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The amendments would exclude from the definition of “accelerated filer” and “large accelerated filer” issuers that are eligible to be smaller reporting companies and that have less...

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