Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Tag Archives: corporate

Register for Our 2018 Proxy Season Update Webinar

Posted in SEC/Corporate
On Thursday, December 14 at 12:00 p.m. (CT), please join Katten Muchin Rosenman LLP, Ernst & Young LLP and Strategic Governance Advisors for a webinar discussion of key developments and trends impacting public companies in the 2018 annual reporting and proxy season. Further details are available here; click here to register.… Continue Reading

FASB Ceases Work on Proposal To Amend Definition of “Materiality” for US GAAP

Posted in SEC/Corporate
As previously discussed in the September 1edition of Corporate & Financial Weekly Digest, the Financial Accounting Standards Board (FASB) had issued Proposed Accounting Standards Update (ASU) No. 2015-310, in which the FASB had proposed to remove its definition of materiality established in Concepts Statement No. (CON) 8, Conceptual Framework for Financial Reporting, in favor of… Continue Reading

SEC Division of Corporation Finance Issues New C&DI on Safeguards for Electronic Delivery of Information under Rule 701

Posted in SEC/Corporate
On November 6, the Division of Corporation Finance (Division) of the Securities and Exchange Commission issued Compliance and Disclosure Interpretation (C&DI) 271.25 to address permissible safeguards for protection of Rule 701(e) electronic disclosures. Rule 701 provides an exemption from registration under the Securities Act of 1933 for offers and sales of securities under written compensatory… Continue Reading

ISS and Glass Lewis Release 2018 Proxy Voting Guidelines

Posted in SEC/Corporate
ISS Releases 2018 Proxy Voting Guideline Updates On November 16, the Institutional Shareholder Services (ISS) published its 2017 Proxy Voting Guideline Updates, which will be effective for shareholder meetings held on or after February 1, 2018. The US 2018 updates cover numerous policies, and significant changes are summarized below.… Continue Reading

Implementation of Pay Ratio Disclosure Requirement Not Expected to Be Delayed

Posted in SEC/Corporate
On September 15, at the ABA Business Law Section Annual Meeting, the Securities and Exchange Commission (SEC) Division of Corporation Finance (Division) Director Bill Hinman provided remarks on various matters, including the Division’s focus on capital formation-related matters. Of particular note, Director Hinman indicated that he expects that Item 402 of Regulation S-K (the Pay… Continue Reading

SEC Division of Corporation Finance Issues New C&DIs on “Regulation A+”

Posted in SEC/Corporate
The Securities and Exchange Commission’s (SEC) Division of Corporation Finance (Division) recently issued three new Compliance and Disclosure Interpretations (C&DIs) related to so-called “Regulation A+.” The new C&DIs address the following issues (among others): C&DI 182.21 provides that a Regulation A issuer that registers a class of its securities pursuant to the Securities Exchange Act… Continue Reading

2017 Amendments to the Delaware General Corporation Law

Posted in SEC/Corporate
In its most recently completed session, the Delaware state legislature adopted amendments to various provisions of the Delaware General Corporation Law (DGCL). These amendments became effective August 1. While many of the amendments were technical in nature (e.g., amendments to the merger provisions of DGCL §§ 252, 253, 258 and 267 to consistently use the… Continue Reading

NYSE Issues Proposed Rule to Allow Listing Without an IPO

Posted in SEC/Corporate
On March 13, the New York Stock Exchange (NYSE) issued a proposed rule to amend the provisions related to the qualification of companies listing without a prior registration under the Securities Exchange Act of 1934 (Exchange Act). This proposed rule amends Footnote (E) of Section 102.01B of the NYSE Listed Company Manual (Footnote (E)) and… Continue Reading

SEC Division of Corporate Finance Issues New C&DIs on “Regulation A+” and Regulation Crowdfunding

Posted in SEC/Corporate
The Securities and Exchange Commission’s Division of Corporation Finance recently issued new compliance and disclosure interpretations (C&DIs) related to so-called “Regulation A+” and Regulation Crowdfunding promulgated under the Jumpstart Our Business Startups (JOBS) Act. The C&DIs pertaining to Regulation Crowdfunding were issued on the same day as the SEC’s announcement of the adoption of technical… Continue Reading

SEC Adopts Technical Amendments to JOBS Act Rules

Posted in SEC/Corporate
On March 31, the Securities and Exchange Commission adopted technical amendments to rules adopted by the SEC under the Jumpstart Our Business Startups Act (JOBS Act). These technical amendments include, among others, an increase in the revenue cap for determining emerging growth company (EGC) status; an increase of the amount of money companies can raise… Continue Reading

2016 Amendments to Delaware General Corporation Law Highlight Two-Step Mergers and Appraisal Rights

Posted in SEC/Corporate
On August 1, a number of amendments to the Delaware General Corporation Law (DGCL) went into effect. Notably, several of the amendments modified sections of the DGCL pertaining to (1) two-step mergers effected under Section 251(h) of the DGCL, and (2) appraisal rights and proceedings. Section 251(h) Mergers DGCL Section 251(h) provides a mechanism for… Continue Reading

SEC Publishes Concept Release Regarding Business and Financial Disclosure

Posted in SEC/Corporate
On April 13, the Securities and Exchange Commission published a concept release, recommended by the SEC’s Division of Corporation Finance, regarding business and financial disclosure required by Regulation S-K. This concept release is part of a comprehensive disclosure effectiveness initiative recommended in the SEC staff’s report on review of disclosure requirements in Regulation S-K, which… Continue Reading

SEC Advisory Committee on Small and Emerging Companies to Discuss Capital Formation Landscape for Small and Emerging Companies

Posted in SEC/Corporate
The Securities and Exchange Commission announced that its Advisory Committee on Small and Emerging Companies (Committee) will hold another public meeting on February 25 to examine the capital formation landscape for small and emerging companies, including data on capital raised in unregistered securities offerings. The Committee serves to provide advice and recommendations to the SEC… Continue Reading

SEC Issues No-Action Letters With Respect to Rule 14a-8(i)(10)

Posted in SEC/Corporate
On February 12, the Securities and Exchange Commission’s Division of Corporation Finance (the Division) posted on its website 18 no-action letters relating to the exclusion of proxy access shareholder proposals under Rule 14a-8(i)(10). Rule 14a-8(i)(10) permits a company to exclude a shareholder proposal from its proxy statement if “the company has already substantially implemented the… Continue Reading

Crowdfunding Portals Can Now Register with the SEC

Posted in SEC/Corporate
As discussed in the November 6, 2015 edition of the Corporate and Financial Weekly Digest, on October 30, 2015, the Securities and Exchange Commission adopted “Regulation Crowdfunding,” which consists of final rules that will enable eligible companies to raise up to $1 million in capital in any 12-month period by offering securities through SEC registered… Continue Reading

SEC Settles With Adviser That Allegedly Overcharged Management Fees and Misled Investors

Posted in Investment Companies and Investment Advisers, SEC/Corporate
On January 19, the Securities and Exchange Commission announced that it had settled with Equinox Fund Management LLC (Equinox). The SEC order found that Equinox, with respect to its managed futures fund (the Fund), had overcharged management fees to investors and failed to follow its valuation methods as disclosed to investors.… Continue Reading

SEC Adopts Interim Final Rules as Mandated by the FAST Act

Posted in SEC/Corporate
On January 13, the Securities and Exchange Commission announced that it adopted interim final rules to implement changes to Form S-1 and Form F-1 mandated by the Fixing America’s Surface Transportation Act (FAST Act). The interim final rules revise Form S-1 and Form F-1 to permit emerging growth companies (EGCs) to omit Regulation S-X financial… Continue Reading

SEC Division of Corporation Finance Issues New C&DIs on FAST Act

Posted in SEC/Corporate
As previously reported, President Obama signed into law the Fixing America’s Surface Transportation Act (FAST Act) on December 4. The transportation bill includes several provisions related to securities laws and capital-raising measures, which were summarized in the December 11 edition of the Corporate and Financial Weekly Digest. One provision of the FAST Act requires the… Continue Reading

SEC Proposes Payment Disclosure Rules for Resource Extraction Issues

Posted in SEC/Corporate
On December 11, the Securities and Exchange Commission proposed Rule 13q-1 of the Securities Exchange Act of 1934 (Exchange Act), often referred to as the “resource extraction rule,” which would require an issuer to disclose payments made to US federal or foreign governments if such issuer is required to file an annual report with the… Continue Reading