On March 31, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission issued a staff statement (the Staff Statement) relating to accounting, financial reporting and governance issues for private companies to consider before engaging in a business combination with a special purpose acquisition company (SPAC).
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SEC Staff Releases Sample Comment Letter on Securities Offerings During Periods of Market and Price Volatility
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.
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SEC Proposes Rule 144 Tacking Amendments
On December 22, 2020, the Securities and Exchange Commission voted to propose amendments to Rule 144 under the Securities Act of 1933 (the Securities Act) relating to tacking of holding periods for certain “market-adjustable securities.”
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SEC Again Approves NYSE’s Direct Listing Rules
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.
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Register for Our 2021 Proxy Season Update Webinar
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
SEC Adopts Amendments to MD&A and Other Financial Disclosures
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).
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Glass Lewis Issues 2021 Proxy Season Updates
On November 23, Glass Lewis issued its Proxy Voting Policy Guidelines for 2021. Glass Lewis, like other proxy advisory firms, reviews proposals to be voted on at public company shareholder meetings and makes voting recommendations to its clients based on its voting policies and standards.
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SEC Staff Issues Statement Regarding Signature Requirements
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.
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Division of Corporation Finance Issues Disclosure Consideration for China-Based Issuers
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).
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Nasdaq Seeks SEC Approval of Board Diversity Rule
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.
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