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 August 26, the Securities and Exchange Commission adopted amendments to the definitions of “accredited investor” in Rule 501(a) and “qualified institutional buyer” in Rule 144A under the Securities Act of 1933 (Securities Act). The amendments expand the definition of accredited investor, a principal test to determine eligibility for participation in private capital markets, even if they do not meet specified income and net worth tests. Amendments to the qualified institutional buyer definition similarly expand the list of eligible entities under that definition. The amendments were adopted generally as proposed with no significant changes. The proposed amendments were previously covered in the December 20, 2019 edition of the Corporate & Financial Weekly Digest.
Continue Reading SEC Amends the Definitions of “Accredited Investor” and “Qualified Institutional Buyer”

On April 7, the Securities and Exchange Commission (SEC) provided guidance to issuers that may be experiencing unexpected delays with the printing and physical mailing of a “full set” of their proxy materials for their upcoming shareholder meetings.
Continue Reading SEC Provides Guidance on Delays in Printing and Mailing of Full Sets of Proxy Materials

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

On December 23, 2019, the Securities and Exchange Commission approved the Financial Industry Regulatory Authority’s (FINRA) proposed amendments to Rule 5110, as modified by Partial Amendments No. 1 and No. 2 (Amended Rule 5110), on an accelerated basis in an effort to modernize, simplify and streamline the rule.
Continue Reading SEC Approves Amended Rule Change to FINRA Rule 5110

On November 12, the Institutional Shareholder Services (ISS) published its U.S. 2020 Proxy Voting Guideline Updates, which will be effective for shareholder meetings held on or after February 1, 2020. In general, the updates involve clarification of guidelines and formalization of factors to codify ISS’s existing approach on recommendations relating to specific issuers.
Continue Reading ISS Releases 2020 Proxy Voting Guideline Updates

On July 31, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission released two new Compliance and Disclosure Interpretations (C&DIs), in the Proxy Rules and Schedules 14A/14C section, providing guidance on the use of Notices of Exempt Solicitation.
Continue Reading SEC Division of Corporation Finance Issues C&DIs Regarding Notices of Exempt Solicitation

On June 28, the Securities and Exchange Commission announced that it adopted amendments to the definition of “smaller reporting company,” which will allow more companies to take advantage of accommodations such as scaled disclosure. The amendments were adopted generally as proposed on June 27, 2016, with a few significant changes. The proposed amendments were previously covered in the July 8, 2016 edition of the Corporate & Financial Weekly Digest.
Continue Reading SEC Amends the Definition of “Smaller Reporting Company”