Governance & Compliance Insider

SEC to Discuss Proxy Adviser Regulation and Resubmission Thresholds for Shareholder Proposals at November 5, 2019 Open Meeting

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

31 Oct, 2019

SEC to Discuss Proxy Adviser Regulation and Resubmission Thresholds for Shareholder Proposals at November 5, 2019 Open Meeting

Yesterday the SEC announced the agenda for its upcoming open meeting to be held on Tuesday, November 5 at 10:00 a.m. EST. All SEC open meetings are webcast and a hyperlink to the webcast will be posted to www.sec.gov shortly before the start of a meeting. The SEC has indicated that the agenda, in part, will focus on “continued efforts to facilitate constructive shareholder engagement and...

SEC Will Adjust 8-K Receipt Dates Based on EDGAR Technical Difficulties

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

30 Oct, 2019

SEC Will Adjust 8-K Receipt Dates Based on EDGAR Technical Difficulties

The SEC posted a notice yesterday addressing EDGAR technical difficulties which may impact filers’ ability to make timely submissions. For those issuers who, due to technical difficulties, are unable to furnish or file earnings information on Form 8-K within 48 hours before the earnings conference call, the staff will adjust the receipt date of such Form 8-K so that it will be deemed furnished...

SEC Proposes to Automate Filing Fee Calculations

SEC Rulemaking / Securities Act Compliance

29 Oct, 2019

SEC Proposes to Automate Filing Fee Calculations

The SEC has proposed rule amendments to automate filing fee calculations and payment processing. If the rules are adopted, filing fees would be paid via Automated Clearing House (ACH) and would no longer be payable via checks and money order. Each fee table and the accompanying notes would include all information required for the fee calculation tagged in inline XBRL. Currently, information required for the...

Retrospective Changes to Financials? Consider the Periods Covered in the MD&A

Audit Committees and Independent Auditors / Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

1 Oct, 2019

Retrospective Changes to Financials? Consider the Periods Covered in the MD&A

For SEC reporting companies providing financial statements covering three years in a filing, discussion about the earliest of the three years may be omitted from the MD&A if such discussion was already included in the company’s prior filings on EDGAR, provided that the company provides a statement that identifies the location in the prior filing where the omitted discussion may be found. See our summary...

SEC Adopts New Rule to Allow All Issuers to “Test-the-Waters”

SEC Rulemaking / Securities Act Compliance

27 Sep, 2019

SEC Adopts New Rule to Allow All Issuers to “Test-the-Waters”

In connection with its efforts to modernize the regulatory framework, the SEC announced a new rule that provides all issuers with the flexibility provided by the JOBS Act to use “test-the-waters” communications with institutional investors about potential IPOs and other registered offering to better gauge market interest. Previously, test-the-waters communications were only available to emerging growth companies. Securities Act Rule 163B will permit any issuer...

Observations and Recommendations on the SEC’s Recent Process Changes for Excluding Shareholder Proposals

Exchange Act Reporting and Disclosure Effectiveness / Investor Relations and Communications / Proxy Statements and Annual Meetings / SEC Rulemaking / Shareholder Activism

16 Sep, 2019

Observations and Recommendations on the SEC’s Recent Process Changes for Excluding Shareholder Proposals

Overview Earlier this month, the SEC’s Division of Corporation Finance announced that its staff may respond orally instead of in writing to some shareholder proposal no-action requests, beginning with the 2019-2020 proxy season. Furthermore, the staff may now more frequently decline to state a view on the no-action request, whereas in the past, it had typically concurred or disagreed with a company’s asserted basis for...

SEC Charges TherapeuticsMD with Regulation FD Violations

Exchange Act Reporting and Disclosure Effectiveness / Investor Relations and Communications / Securities Act Compliance

26 Aug, 2019

SEC Charges TherapeuticsMD with Regulation FD Violations

Last week, the SEC issued a reminder that Regulation FD remains a vital element of the federal securities regulations. In the first enforcement action regarding Regulation FD since 2013, the SEC charged TherapeuticsMD Inc., a pharmaceutical company, with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts without also disclosing the same information to the public. The SEC’s...

Impact of “Test-the-Waters” Reform Debated

SEC Rulemaking / Securities Act Compliance

29 May, 2019

Impact of “Test-the-Waters” Reform Debated

As we previously noted, in February, the SEC proposed expanding its “test-the-waters” accommodation from emerging growth companies (EGCs) only to all issuers via a new Rule 163B and related amendments. This accommodation would enable all issuers to engage in “test-the-waters” communications with certain institutional investors regarding a contemplated registered securities offering prior to, or following the filing of a registration statement related to such offering....

SEC Proposes to Revise the Accelerated and Large Accelerated Filer Definitions

Audit Committees and Independent Auditors / Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking / Securities Act Compliance

10 May, 2019

SEC Proposes to Revise the Accelerated and Large Accelerated Filer Definitions

The SEC proposed amendments that would revise the definitions of “accelerated filer” and “large accelerated filer.” These proposed revisions follow amendments adopted by the SEC on June 28, 2018, that expanded the smaller reporting company (SRC) definition and so brought some issuers under both the definitions of an accelerated filer and an SRC. As a result of last year’s amendments, some SRCs must have an...

2019 Proxy Season Update: Shareholder Proposal Trends

Environmental, Social and Governance Matters / Exchange Act Reporting and Disclosure Effectiveness / Investor Relations and Communications / Proxy Statements and Annual Meetings / SEC Rulemaking / Shareholder Activism

8 May, 2019

2019 Proxy Season Update: Shareholder Proposal Trends

In the United States, the process by which shareholders submit proposals to be voted on at a company’s annual meeting has long been a mechanism used to promote often obscure special interests and social issues. In recent years, however, as environmental, social and governance (ESG) topics have become more mainstream, the market has seen a surge in this type of proposal. In 2018, Russell 3000...

Disclaimer

By accessing the Governance & Compliance Insider blog, you are requesting information. The information you are requesting is not legal advice, advertising or solicitation. Transmission and receipt of the materials on the blog do not constitute legal advice, establish an attorney-client relationship, or create any duty of Dorsey to any reader. An attorney-client relationship with Dorsey may be established only by an engagement letter signed by a Dorsey lawyer. Information sent to Dorsey by persons who are not clients of the firm is not subject to any duty of confidentiality on the part of the firm.

The information on the blog may be changed without notice and is not guaranteed to be complete, correct or up-to-date, and may not reflect the most current legal developments. The opinions expressed on the blog are the opinions of the authors only and not those of Dorsey.

ATTORNEY ADVERTISING
Some of the content on this blog is considered Attorney Advertising under the applicable rules of certain states. Results depend on a number of factors unique to each matter. Prior results do not guarantee a similar outcome.

Governance &
Compliance Insider