Mark D. Wood

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In December 2019, the staff of the Division of Corporation Finance of the Securities and Exchange Commission issued interpretive guidance on (1) confidential treatment applications and (2) intellectual property and technology risks that may occur when companies engage in international operations.

The guidance is available here and here.

On December 18, the Securities and Exchange Commission voted to propose amendments (the Proposal) to the definition of “accredited investor” for purposes of private placements under Regulation D and the definition of “qualified institutional buyer” in Rule 144A under the Securities Act of 1933. The Proposal is intended to update and improve the definitions of those terms in order to more effectively identify both institutional and individual investors with the sophistication to participate in private capital markets transactions. In the SEC’s press release announcing the Proposal, SEC Chairman Jay Clayton noted that, “The current test for individual accredited investor status takes a binary approach to who does and does not qualify based only [on] a person’s income or net worth. Modernization of this approach is long overdue.” As highlighted in the fact sheet included in the press release, the Proposal would, among other things:…
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On December 18, the Securities and Exchange Commission voted to propose new rules to require resource extraction issuers to disclose payments made to foreign governments or the US government for the commercial development of oil, natural gas or minerals, as required by Section 13(q) of the Securities Exchange Act of 1934 (the Exchange Act).…
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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. …
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On November 5, the Securities and Exchange Commission voted to propose amendments to Rule 14a-8 of the Securities Exchange of 1934 (Exchange Act) to address required share ownership thresholds for a proponent to submit a shareholder proposal, update the “one proposal” rule to clarify the rule that a person can only submit one proposal per meeting and amend the vote support thresholds required for a proponent to resubmit a shareholder proposal at subsequent shareholder meetings.…
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On November 5, the Securities and Exchange Commission voted to propose amendments to the rules governing proxy solicitations to expressly apply them to proxy voting advisors. The proposed amendments would codify the SEC’s position that proxy voting advice is a “solicitation” within the meaning of the proxy rules, place certain disclosure requirements on proxy voting advice and define what would be impermissible false or misleading disclosure in the context of proxy voting advice.…
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On October 24, the Securities and Exchange Commission proposed amendments to update filing fee disclosure and payment methods. The proposed amendments would apply to most fee-bearing forms, schedules and statements, including Forms S-1, S-3, S-4, S-8 and S-11, related foreign private issuer forms, proxy statements, information statements, Schedule TO and certain Investment Company Act of 2940 forms.…
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