On September 21, the Division of Corporation Finance of the Securities and Exchange Commission issued a new Compliance and Disclosure Interpretation (C&DI) addressing, and limiting, the ability of shell companies, including special purpose acquisition companies (SPACs), to use Form S-3 during the 12 months following a business combination.
Continue Reading SEC Issues C&DI on Use of Form S-3 by SPACs

On September 23, the Securities and Exchange Commission voted to adopt amendments to the rules governing the process for the submission of shareholder proposals to be included in a registrant’s proxy statement. Rule 14a-8 of the Securities Exchange Act of 1934 (Exchange Act) requires registrants holding a shareholder meeting that is subject to the Exchange Act proxy rules to include in their proxy statement proposals submitted by shareholders, so long as the applicable procedural and substantive requirements are met.
Continue Reading SEC Adopts Amendments to Shareholder Proposal Rules

On September 21, the Division of Corporation Finance of the Securities and Exchange Commission issued a new Compliance and Disclosure Interpretation (C&DI) regarding the treatment of benefits provided to executive officers in light of the COVID-19 pandemic and whether such benefits constitute perquisites or personal benefits that must be disclosed in a registrant’s summary compensation table and included when determining the registrant’s three most highly compensated officers (other than the registrant’s principal executive officer and principal financial officer) for identifying the “named executive officers.”
Continue Reading SEC Issues C&DI on COVID-19 Related Benefits

As discussed in the August 31, 2020 edition of the Corporate & Financial Weekly Digest, on August 26, the Securities and Exchange Commission (SEC) approved rules proposed by the New York Stock Exchange (NYSE) to allow companies engaging in a direct listing to raise capital directly through the sale of primary shares upon the direct listing, in addition to, or instead of, facilitating sales of shares solely by existing shareholders.
Continue Reading SEC Stays Implementation of New NYSE Direct Listing Rules

On August 26, the Securities and Exchange Commission approved rules proposed by the New York Stock Exchange (NYSE) to allow companies engaging in a direct listing to raise capital directly through the sale of primary shares upon the direct listing, in addition to, or instead of, facilitating sales of shares solely by existing shareholders.
Continue Reading SEC Approves New NYSE Direct Listing Rules

On June 23, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission issued CF Disclosure Guidance: Topic No. 9A (Topic 9A) providing additional disclosure considerations for public reporting companies regarding operations, liquidity and capital resources disclosures in light of business and market disruptions related to the COVID-19 pandemic. Topic 9A supplements CF Disclosure Guidance Topic No. 9 issued by the Division on March 25, 2020 and discussed in Katten’s advisory “COVID-19 Impact on Public Disclosure on SEC Reporting Companies.”
Continue Reading SEC Division of Corporation Finance Issues Additional Disclosure Guidance Related to COVID-19 Pandemic

On April 8, Jay Clayton, the Chairman of the Securities and Exchange Commission (SEC), and William Hinman, the Director of the SEC’s Division of Corporation Finance, issued a public statement addressing disclosure considerations in light of the COVID-19 pandemic. The statement follows other guidance and regulatory relief that the SEC has issued in recent weeks as the pandemic has developed.
Continue Reading SEC Chairman and Division of Corporation Finance Director Issue Statement Further Addressing COVID-19 Related Disclosures

On January 30, the Securities and Exchange Commission voted to propose amendments to certain financial disclosure requirements in Regulation S-K, in an effort to modernize and simplify such requirements. The SEC also issued new guidance relating to key performance indicators and metrics.

The SEC has proposed the following amendments and guidance to Regulation S-K:
Continue Reading SEC Proposes Amendments to Financial Disclosure in Regulation S-K and Issues New Guidance