On November 18, the Division of Corporation Finance of the Securities and Exchange Commission issued seven new Compliance and Disclosure Interpretations (C&DIs): 1) two new C&DIs with respect to the tender offer rules under Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14D; and 2) five new C&DIs with respect to the tender offer rules under Section 14(e) of the Exchange Act and Regulation 14E.

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On November 9, the Division of Corporation Finance of the Securities and Exchange Commission issued two revised and two new Compliance and Disclosure Interpretations (C&DIs) with respect to (1) Form S-8, which is used by publicly traded companies to register securities that will be offered pursuant to employee plans, and (2) the transfer of registration fees from a previously filed Form S-8 or other registration statement to a new registration statement. These C&DIs include the following interpretive guidance:
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On October 18, the Securities and Exchange Commission’s Division of Corporation Finance (Division) issued five new Compliance and Disclosure Interpretations (C&DIs) with respect to Item 402(u) of Regulation S-K, the rule that requires a registrant to disclose the ratio of its principal executive officer’s total annual compensation to the total annual compensation of their median employee (the “Pay Ratio Disclosure Rule”).
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On August 31, the Securities Exchange Commission proposed amendments that would require registrants to include a hyperlink to each exhibit listed in the exhibit index of a registrant’s registration statements and periodic and current reports. These amendments are being proposed as part of the SEC’s larger Disclosure Effectiveness Initiative.
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On August 1, a number of amendments to the Delaware General Corporation Law (DGCL) went into effect. Notably, several of the amendments modified sections of the DGCL pertaining to (1) two-step mergers effected under Section 251(h) of the DGCL, and (2) appraisal rights and proceedings.

Section 251(h) Mergers

DGCL Section 251(h) provides a mechanism for a buyer to effectuate the negotiated acquisition of a Delaware-domiciled publicly-traded corporation by a tender offer to purchase at least a majority of outstanding shares of the target, followed by a short-form merger to acquire any shares not tendered in such offer. This back-end merger does not require stockholder approval, thereby saving the buyer the time and expense involved in preparing and filing a proxy statement and holding a stockholders’ meeting if Delaware’s standard short-form merger threshold (90%) is not satisfied. The 2016 amendments to the DGCL clarified certain Section 251(h) requirements and increased the availability of such short-form mergers to potential buyers.
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On July 13, the Securities Exchange Commission proposed and requested comment regarding rule amendments to update and simplify certain disclosure requirements that may have become “redundant, duplicative, overlapping, outdated or superseded” in light of: 1) US Generally Accepted Accounting Principles (GAAP); 2) International Financial Reporting Standards (IFRS); 3) other SEC disclosure requirements; or 4) changes in the information environment. The SEC also solicited comment on certain disclosure requirements that overlap with GAAP, but also require additional information, to determine whether to retain, modify, eliminate or refer them to the Financial Accounting Standards Board (FASB) for potential inclusion in GAAP. The proposals are part of the Division of Corporate Finance’s ongoing disclosure effectiveness initiative aimed at improving disclosure for both investors and companies and the SEC’s efforts to implement the Fixing America’s Surface Transportation (FAST) Act.
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On April 29, the Securities and Exchange Commission proposed new rules to require annual disclosure in proxy and information statements under the Securities Exchange Act of 1934 regarding the relationship between executive compensation actually paid by, and the financial performance of, registrants (excluding foreign private issuers, registered investment companies and emerging growth companies). The SEC is required to adopt pay-for-performance rules pursuant to The Dodd-Frank Wall Street Reform and Consumer Protection Act. 
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