Category: Other categories

It’s Time to Talk Diversity in D and O Questionnaires (with Sample Question)

It’s Time to Talk Diversity in D and O Questionnaires (with Sample Question)

Corporate secretaries of public companies will soon be updating their D&O questionnaires for the 2021 proxy season, and they should consider whether to include a question that allows directors to self-identify as diverse.  While companies may be hesitant to raise the issue, increasingly, they are being asked for diversity data on their boards and employees.   In recent news: The California governor has signed into law...

What Counts as a “Perk” During the COVID-19 Pandemic?

What Counts as a “Perk” During the COVID-19 Pandemic?

Companies have offered benefits to employees, including executive officers, to enable them to continue their work and otherwise to make their lives easier during the COVID-19 pandemic.  Now the SEC has released additional guidance as to when these benefits constitute perquisites or personal benefits that should be included in executive compensation for proxy disclosure purposes.  See Question 219.05 of the SEC’s Compliance and Disclosure Interpretations. ...

SEC Supplements COVID-19 Disclosure Guidance Ahead of Second Quarter Reports

SEC Supplements COVID-19 Disclosure Guidance Ahead of Second Quarter Reports

The Securities and Exchange Commission continues to encourage public companies to provide disclosures that allow investors to evaluate the current and expected impact of COVID-19 through the eyes of management and to proactively revise and update disclosures as facts and circumstances change. Ahead of public company reports of their second quarter results, the SEC’s Division of Corporation Finance has released a supplement to CF Disclosure...

SEC Releases FAQs Relating to Use of Form S-3 Registration Statement in Light of COVID-19 Order

SEC Releases FAQs Relating to Use of Form S-3 Registration Statement in Light of COVID-19 Order

On May 4, 2020, the SEC issued three FAQs relating to the unique circumstances arising from COVID-19 and the use of Form S-3 registration statement.  The SEC’s Division of Corporation Finance is not including them within their Compliance and Disclosure Interpretations since these responses relate to unique circumstances arising from COVID-19.  The staff may supplement or amend these responses. The FAQs should provide clarity to...

SEC Extends Filing Relief for Companies Affected by COVID-19

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 Staff Offers Relief From Manual Signature Requirements Amid Coronavirus Concerns

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

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.

SEC Provides Guidance on the Use of Metrics in MD&A; Also Proposes Amendments to Simplify and Modernize MD&A and Related Financial Disclosures

SEC Provides Guidance on the Use of Metrics in MD&A; Also Proposes Amendments to Simplify and Modernize MD&A and Related Financial Disclosures

On January 30, 2020, the SEC issued new guidance to companies that use key performance indicators and metrics in their MD&A. Concurrently, the SEC also proposed amendments that would significantly simplify and modernize the requirements for a company’s MD&A and related financial disclosures. New MD&A Guidance The SEC’s new guidance is effective immediately, and applies to all key performance indicators and metrics used in a...

Did You Remember These Developments for the 2020 SEC Reporting Season?

Did You Remember These Developments for the 2020 SEC Reporting Season?

Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of preparing these filings and you can find them here. For additional background, please contact us for materials from our presentation, “Preparing for the 2020 SEC Reporting Season.”

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

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...