On February 24, acting Chair of the Securities and Exchange Commission Allison Herren Lee issued a statement that she has directed the Division of Corporation Finance (the “Staff”) to focus on climate-change disclosures in public company filings. Referencing the SEC’s guidance on climate-change disclosure previously issued in 2010, she stated that the Staff will begin reviewing climate-change disclosures to evaluate compliance with the guidance and disclosure obligations under the federal securities laws, engaging with public companies and considering how the market is managing climate-related risks. In her statement, Chair Lee emphasized that investors are increasingly considering climate-related issues in making their investment decisions, and that it is the SEC’s duty to make sure that investors have access to material information when making those decisions.
Continue Reading Acting SEC Chair Issues Statement on Climate-Change Disclosures

On February 8, the staff of the SEC’s Division of Corporation Finance (the Staff) published a sample comment letter that the Staff might send to companies that conduct securities offerings during periods of extreme stock price volatility.
Continue Reading SEC Staff Releases Sample Comment Letter on Securities Offerings During Periods of Market and Price Volatility

On December 22, 2020, the Securities and Exchange Commission approved the New York Stock Exchange’s proposed new direct listing rules to allow companies engaging in a direct listing to raise capital directly through a primary sale of shares, in addition to, or instead of, only facilitating sales of shares by existing shareholders, as previously permitted.
Continue Reading SEC Again Approves NYSE’s Direct Listing Rules

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 20, the Staff of the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets (the Staff) of the Securities and Exchange Commission issued an updated statement on requirements for manual signatures related to SEC filings.
Continue Reading SEC Staff Issues Statement Regarding Signature Requirements

On November 23, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission issued CF Disclosure Guidance: Topic No. 10 (the Guidance), providing the Division’s views regarding disclosure considerations for companies based in or with the majority of their operations in the People’s Republic of China (referred to as “China-based” companies).
Continue Reading Division of Corporation Finance Issues Disclosure Consideration for China-Based Issuers

On December 1, the Nasdaq Stock Market LLC (Nasdaq) filed a rule proposal (the Proposal) with the Securities and Exchange Commission that, if approved by the SEC, would require all Nasdaq-listed issuers to comply with listing rules concerning board diversity and related disclosure.
Continue Reading Nasdaq Seeks SEC Approval of Board Diversity Rule

On November 24, the Securities and Exchange Commission voted to propose amendments (the Proposal) to (1) Rule 701 under the Securities Act of 1933, as amended (Securities Act), which exempts certain compensatory equity offerings by non-reporting issuers from registration under the Securities Act, and (2) Form S-8, which is a registration statement form available for compensatory securities offerings by reporting issuers.
Continue Reading SEC Announces Proposed Amendments to Rule 701 and Form S-8