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

On November 17, the Securities and Exchange Commission adopted amendments to Regulation S-T to permit the use of electronic signatures in executing documents submitted electronically to the SEC through EDGAR.
Continue Reading SEC Adopts Amendments Permitting Use of Electronic Signatures for EDGAR Filings

On November 12, Institutional Shareholder Services (ISS) issued updates to its 2021 US benchmark proxy voting policies. ISS will apply the updated policies to shareholder meetings occurring on or after February 1, 2021.

Proxy advisory firms, such as ISS, review proposals to be voted on at public company shareholder meetings and make voting recommendations to their clients based on the firm’s voting policies and standards.
Continue Reading ISS Issues Its 2021 Proxy Season Updates

On November 18, the Division of Corporation Finance (Division) of the Securities and Exchange Commission released updates to the Division’s Financial Reporting Manual. The Financial Reporting Manual is a key source of the Division’s informal accounting guidance and has been updated with changes through October 30.
Continue Reading SEC Division of Corporation Finance Releases Financial Reporting Manual Updates

On November 2, the Securities and Exchange Commission voted to adopt a set of amendments (the Amendments) to “harmonize, simplify and improve the multilayer and overly complex exempt offering framework” to “promote capital formation and expand investment opportunities while preserving or improving important investor protections,” according to the SEC’s press release announcing the Amendments.
Continue Reading SEC Approves Amendments to Harmonize and Simplify Offering Exemptions

On October 16, the Securities and Exchange Commission adopted amendments (the Amendments) to its long-standing auditor independence rules. The Amendments, which largely mirror the amendments proposed in December 2019, reflect updates based on recurring fact patterns and related SEC staff consultations, respond to recent changes in capital market conditions and modify certain aspects of the auditor independence framework set forth in Rule 2-01 of Regulation S-X (Rule 2-01). Rule 2-01, among other things, requires auditors to be independent of their audit clients “both in fact and in appearance.” As previously described in the January 17, 2020 edition of Corporate & Financial Weekly Digest, Rule 2-01(b) sets forth the general standard for auditor independence, while Rule 2-01(c) provides an illustrative list of relationships and circumstances in which an accountant would not be considered independent, including certain financial, employment, business and other relationships between the auditor and the audit client.
Continue Reading SEC Adopts Amendments to Modernize Auditor Independence Rules

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