Please join Katten, Ernst & Young and Meridian Compensation Partners on Thursday, December 10 at 12:00 p.m. (CT) for a webinar discussion of key legal, governance and financial reporting developments and trends affecting public companies in the 2021 annual reporting and proxy season. CLE is available.

Further details are available here.

Registration is available here.

On November 19, the Securities and Exchange Commission announced that it adopted amendments (the Amendments) to certain financial disclosure requirements in Regulation S-K, including with respect to Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A). Continue Reading SEC Adopts Amendments to MD&A and Other Financial Disclosures

On November 23, Glass Lewis issued its Proxy Voting Policy Guidelines for 2021. Glass Lewis, like other proxy advisory firms, reviews proposals to be voted on at public company shareholder meetings and makes voting recommendations to its clients based on its voting policies and standards. Continue Reading Glass Lewis Issues 2021 Proxy Season Updates

On November 20, the Staff of the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets (the Staff) of the Securities and Exchange Commission issued an updated statement on requirements for manual signatures related to SEC filings. Continue Reading SEC Staff Issues Statement Regarding Signature Requirements

On November 23, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission issued CF Disclosure Guidance: Topic No. 10 (the Guidance), providing the Division’s views regarding disclosure considerations for companies based in or with the majority of their operations in the People’s Republic of China (referred to as “China-based” companies). Continue Reading Division of Corporation Finance Issues Disclosure Consideration for China-Based Issuers

On December 1, the Nasdaq Stock Market LLC (Nasdaq) filed a rule proposal (the Proposal) with the Securities and Exchange Commission that, if approved by the SEC, would require all Nasdaq-listed issuers to comply with listing rules concerning board diversity and related disclosure. Continue Reading Nasdaq Seeks SEC Approval of Board Diversity Rule

On November 24, the Securities and Exchange Commission voted to propose amendments (the Proposal) to (1) Rule 701 under the Securities Act of 1933, as amended (Securities Act), which exempts certain compensatory equity offerings by non-reporting issuers from registration under the Securities Act, and (2) Form S-8, which is a registration statement form available for compensatory securities offerings by reporting issuers. Continue Reading SEC Announces Proposed Amendments to Rule 701 and Form S-8

On November 30, ICE Benchmark Administration Limited (IBA) announced that it will hold a consultation on its intention to (1) cease the publication of the one week and two month USD LIBOR settings after December 31, 2021, but (2) continue publishing the remaining USD LIBOR settings until June 30, 2023. Continue Reading Possible Life After 2021 for Some US Dollar LIBOR Tenors

On November 24, the Commodity Futures Trading Commission’s (CFTC) Division of Data (DOD) granted temporary no-action relief to DTCC Data Repository LLC (DDR) from certain requirements of the swaps data repository (SDR) rules in Part 49 of the CFTC’s regulations. DDR requested relief because it planned to implement revisions to its infrastructure and applications consistent with recent amendments to the CFTC’s reporting rules prior to the effective date of such rules. Continue Reading CFTC Staff Grants Temporary Relief to DTCC Data Repository LLC and Related Entities from Reporting Requirements