In the wake of the pandemic and social justice movement in 2020, the call for diversifying corporate boards has intensified. On Aug. 6, 2021, the Securities and Exchange Commission (SEC) approved the Nasdaq Stock Market’s (Nasdaq) proposal to amend its listing standards to promote greater board diversity and to require board diversity disclosures for Nasdaq-listed companies ...
In late September, the SEC’s Division of Corporation Finance continued signaling the increased importance of ESG initiatives in its mission by publishing a sample comment letter similar to what it may provide to issuers when reviewing their filings ...
In her speech to the Principles for Responsible Investment and the London Stock Exchange Group, SEC Commissioner Allison Herren Lee made it clear that a climate change disclosure proposal is no longer a question of if, but when and provided some hints about what the proposal will look like. After remarking that “[c]limate change is . . ...
As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), on June 20, 2012, the U.S. Securities and Exchange Commission (SEC) approved a rule that directs national securities exchanges to adopt listing standards for public company boards of directors and compensation advisers. See Release Nos. 33-9330 and 34-67220 ...
To Our Public Company Clients: Partly in response to the recent Enron crisis and related media publicity, the Securities and Exchange Commission has announced its views regarding disclosure that should be considered by companies in the Management’s Discussion and Analysis (“MD&A”) section of Form 10-K, Form 10-Q, and registration statements filed with the SEC ...
On September 11, 2023 the SEC announced settled Administrative Proceedings with nine investment advisers for advertising hypothetical performance to the general public on their websites without adopting and/or implementing policies and procedures required by the Marketing Rule. In addition, two of the investment advisers failed to maintain required copies of their advertisements ...
The SEC issued enforcement orders against three companies for including terms in their employment and separation agreements that violated Rule 21F-17(a) of the Securities Exchange Act of 1942, commonly known as the whistleblower protection rule. The rule prohibits any action that impedes an individual from communicating directly with SEC staff about a possible securities law violation ...
In an action filed this week, the Securities and Exchange Commission (SEC) charged three outside directors of a public company with securities fraud based on their alleged failures to fulfill their roles and responsibilities as Board members. The SEC contends that by their actions and inaction, the outside directors – Jerome Krantz, Cary Chasin, and Gary Nadelman – facilitated and assisted in a massive accounting fraud at DHB Industries, Inc., a body armor supply company ...
The U.S. Securities and Exchange Commission announced on December 20, 2010, that it entered into a non-prosecution agreement with Carter’s, Inc., an Atlanta-based provider of children’s clothing. This is the first non-prosecution agreement entered since the SEC announced its new cooperation initiative in January 2010 to encourage cooperation from corporations and individuals ...
On June 28, 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments to expand the definition of a “smaller reporting company” (“SRC”) to include companies with public floats of less than $250 million and higher annual revenues. The staff provided additional guidance on the amended definition on August 10, 2018 through the adoption of a new small entity compliance guide ...
On June 22, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules and amendments under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that are designed to implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) ...
The staff of the Securities and Exchange Commission’s Division of Corporation Finance, in connection with its review of periodic reports filed by exploration and production (E&P) companies in 2015, has recently issued a number of comment letters to these companies asking them to quantify the impact of low commodity prices on their proved reserves and results of operations ...
The Securities and Exchange Commission adopted on May 25, 2011, final rules to implement the Section 21F of the Securities Exchange Act of 1934 entitled “Securities Whistleblower Incentives and Protection.” The new rules have significant implications for public companies and securities industry businesses ...
On September 21, 2017, the Securities and Exchange Commission (the “SEC”) issued new guidance on compliance with pay ratio disclosure requirements, including an SEC release (“Interpretative Release”), commentary from the SEC staff in question and answer format (“Q&A”) and updated Compliance and Disclosure Interpretations (“C&DIs”) ...
On June 23, 2020, the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) issued CF Disclosure Guidance: Topic No ...
Coronavirus-Related Conditional Relief and Assistance On March 4, 2020, the Securities and Exchange Commission (the “SEC”) announced that it would provide conditional regulatory relief with respect to certain filing and mailing obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for registrants, and other persons making filings with respect to a registrant, affected by the impacts of the coronavirus (COVID-19) ...
The SEC’s Division of Investment Management issued a guidance update last week reminding registered investment advisers and registered investment companies of the importance of cybersecurity and providing recommendations on specific measures that advisers and investment companies should consider in addressing their cybersecurity risks. Last week’s guidance update demonstrates the SEC’s continued focus on cybersecurity as part of its compliance initiatives ...
To Our Public Company Clients and Friends: The SEC has adopted final rules that shorten the filing deadlines for many public companies’ quarterly and annual reports. The new rules implement changes proposed by the SEC in April 2002 as part of the SEC’s initiative to restore investor confidence in public companies by improving public company disclosure ...
To Our Public Company Clients and Friends: The SEC has adopted final rules effective August 29, 2002, under Section 302 of the Sarbanes-Oxley Act of 2002 (the “Act”) requiring principal executive officers and principal financial officers of all public companies to certify the accuracy of their annual reports on Form 10-K and quarterly reports on Form 10-Q. These representations are new and are not part of the certification required under Section 906 of the Act ...
On February 21, 2018, the Securities and Exchange Commission (the “SEC”) issued interpretive guidance to assist public companies in preparing disclosures concerning cybersecurity risks and incidents ...
On February 12, 2016, the Securities and Exchange Commission (the “SEC”) issued 18 no-action letters concerning requests to exclude proxy access shareholder proposals from proxy materials pursuant to Rule 14a-8(i)(10) of the Securities Exchange Act of 1934, as amended. Rule 14a-8(i)(10) permits a company to exclude shareholder proposals from its proxy materials if the company has already “substantially implemented” such proposals ...
On October 23, 2013, the Securities and Exchange Commission (the “SEC”) issued proposed rules to effect Title III of the Jumpstart Our Business Startup (JOBS) Act, enacted on April 5, 2012. Title III and the proposed rules provide the framework for companies to raise capital through securities offerings using crowdfunding. Below is a summary of the proposed rules ...
On September 18, 2013, the U.S. Securities and Exchange Commission (the “SEC”) approved for public comment a proposed rule (the “Proposed Rule”) to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding CEO pay ratio disclosure. Under the Proposed Rule, public companies would be required to disclose the ratio of the annual total compensation of its CEO to the median annual total compensation of all the company’s other employees ...
