Category: Investor Relations and Communications

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...

Impact of COVID-19: SEC Issues Guidance on Conduct of Annual Meetings

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

13 Mar, 2020

Impact of COVID-19: SEC Issues Guidance on Conduct of Annual Meetings

I live and work in the Seattle area. As a result of COVID-19, school districts are now closed for 6 weeks, Seattle public libraries are closed for a month, a number of restaurants have closed for the time being and my beloved Mariners’ baseball season has been postponed (along with most other sporting events). As we adjust to the current realities of dealing with COVID-19,...

SEC Provides Filing Relief for Companies Affected by Coronavirus

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

4 Mar, 2020

SEC Provides Filing Relief for Companies Affected by Coronavirus

The Securities and Exchange Commission issued an order today providing filing relief for companies that are affected by the coronavirus. In the order, the Commission notes that disruptions to transportation, and limited access to facilities, support staff, and professional advisors as a result of COVID-19, could hamper the efforts of public companies and other persons with filing obligations to meet their filing deadlines. Companies may...

SEC Adopts Proposed Rules for Procedural Requirements and Resubmission Thresholds for Shareholder Proposals and Exemptions from Proxy Rules for Proxy Voting Advisors

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

6 Nov, 2019

SEC Adopts Proposed Rules for Procedural Requirements and Resubmission Thresholds for Shareholder Proposals and Exemptions from Proxy Rules for Proxy Voting Advisors

At the SEC’s open meeting yesterday (November 5, 2019), the Commissioners approved two new proposed rules in their ongoing efforts to modernize proxy solicitation and shareholder proxy access, as follows: (1) amendments to certain procedural requirements, including ownership requirements, documentation requirements, meetings to discuss proposals and limitations on the number of proposals submitted, and resubmission thresholds for shareholder proposals, and (2) amendments to proxy rules...

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...

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...

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...

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...

SEC Fines ADT Inc. $100k for Non-GAAP Disclosure in Earnings Releases

Audit Committees and Independent Auditors / Exchange Act Reporting and Disclosure Effectiveness / Investor Relations and Communications

9 Jan, 2019

SEC Fines ADT Inc. $100k for Non-GAAP Disclosure in Earnings Releases

On December 26, 2018, the SEC filed a cease-and-desist order and fined ADT Inc. (“ADT”) $100,000 for its use of non-GAAP financial measures without giving equal or greater prominence to the comparable GAAP financial measures. The order serves as a reminder of the importance of the SEC’s “equal or greater prominence” rule when disclosing non-GAAP financial measures, even when comparable GAAP financial measures are also...

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