Governance & Compliance Insider

U.S. Government Shutdown Impacts SEC Operations, EDGAR and Other Filings, Enforcement and Regulatory Activities

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

2 Jan, 2019

U.S. Government Shutdown Impacts SEC Operations, EDGAR and Other Filings, Enforcement and Regulatory Activities

In response to the U.S. government shutdown that began on December 22, 2018, the U.S. Securities and Exchange Commission and its Divisions of Corporation Finance and Investment Management published public guidance regarding the impacts on their operations. Although electronic filings will continue to be accepted in many cases, as described below, nearly all SEC operations, including the review and processing of filings and enforcement and...

ISS Updates FAQs on US Compensation Policies

Board Governance and Compensation / Compensation Committees / Corporate Governance Committees, Policies and Practices / Equity Compensation / Executive Compensation and Disclosure / Other categories / Proxy Statements and Annual Meetings

27 Dec, 2018

ISS Updates FAQs on US Compensation Policies

ISS released its annual update of frequently asked questions on its US Compensation Policies on December 20, 2018 (preliminary updates had been released in November). The updates are effective for shareholder meetings occurring on or after February 1, 2019. There are nine new or materially updated questions, which are summarized below: #19 Will any of the quantitative pay-for-performance screens change in 2019? No. The screens...

SEC Requests Comments on Earnings Releases and Quarterly Reporting

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

19 Dec, 2018

SEC Requests Comments on Earnings Releases and Quarterly Reporting

The SEC issued a request for comment on the nature and timing of disclosures that reporting companies must provide in quarterly reports on Form 10-Q, including when the requirements overlap with earnings releases furnished on Form 8-K. Comments will be due within 90 days of publication of this request in the Federal register. Comments may be submitted through the SEC’s Internet comment form on its...

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

18 Dec, 2018

SEC Adopts Hedging Disclosure Rules

The SEC adopted new rules today that will require disclosure of a company’s hedging policies in proxy statements or information statements relating to the election of directors. The new rules are set forth in new Item 407(i) of Regulation S-K and require a company to describe any practices or policies it has adopted regarding the ability of its employees, officers or directors to engage in...

Board Governance and Compensation / Corporate Governance Committees, Policies and Practices / Exchange Act Reporting and Disclosure Effectiveness / Investor Relations and Communications / Proxy Statements and Annual Meetings

29 Nov, 2018

ISS Provides 2019 Voting Policy Updates

ISS recently announced the 2019 updates to its proxy voting policies, which can be found here and which will be applied to annual meetings held on or after February 1, 2019. Among the various updates provided by ISS, the following policies are particularly relevant for our clients, because they expand the circumstances in which ISS may recommend votes against director candidates: Absence of Board Gender...

Effective Date for Disclosure Simplification

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

4 Oct, 2018

Effective Date for Disclosure Simplification

On August 17th, the SEC adopted amendments updating and simplifying disclosure rules. See our prior summaries here and here. The rules have finally been posted today in the Federal Register, which makes them effective November 5, 2018. Among the amendments is the extension of a previously annual requirement to interim periods, to present a statement of changes in shareholders’ equity and to disclose the...

Exchange Act Reporting and Disclosure Effectiveness / Other categories / SEC Rulemaking

26 Sep, 2018

SEC Clarifies Effective Date for Disclosure Simplification Rules

In August, the SEC adopted amendments updating and simplifying disclosure rules. See our prior summary here. Notable amendments included: the extension of a previously annual requirement to interim periods, to present a statement of changes in shareholders’ equity and to disclose the amount of dividends per share for each class of shares (vs common shares only) (either in a separate statement or a footnote)(revised Rules...

SEC Withdraws No Action Letters on Proxy Advisory Firms

Corporate Governance Committees, Policies and Practices / Investor Relations and Communications / Other categories / Proxy Statements and Annual Meetings / SEC Rulemaking / Shareholder Activism

13 Sep, 2018

SEC Withdraws No Action Letters on Proxy Advisory Firms

In order to facilitate discussion on the role of proxy advisory firms at the upcoming Roundtable on the Proxy Process, which is scheduled for November 2018, the SEC staff has determined to withdraw two no action letters that provided comfort to investment advisers in relying on proxy advisory firm recommendations: In Egan-Jones Proxy Services (May 27, 2004), the staff had confirmed that by voting based on the...

Marijuana Investments and Fraud Featured in SEC Investor Alert

Uncategorized

13 Sep, 2018

Marijuana Investments and Fraud Featured in SEC Investor Alert

The marijuana industry is attracting considerable interest from investors, and unfortunately, scam artists trying to take advantage of those investors. In response to these concerns, on September 5, 2018, the Securities and Exchange Commission’s Office of Investor Education and Advocacy (OIEA) and Retail Strategy Task Force issued an alert to investors warning them about investment schemes involving marijuana-related companies. According to the release, the OIEA...

New SEC Rules Eliminates Duplicative, Overlapping, Outdated Disclosure Requirements

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

19 Aug, 2018

New SEC Rules Eliminates Duplicative, Overlapping, Outdated Disclosure Requirements

The Securities and Exchange Commission (SEC) announced last Friday that it has adopted amendments to certain disclosure requirements that have become duplicative, overlapping, or outdated in light of other Commission disclosure requirements, US Generally Accepted Accounting Principles (GAAP), or changes in the information environment. These amendments were originally proposed in 2016, in order to implement provisions of the Fixing America’s Surface Transportation (FAST) Act. ...

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