On December 23, 2019, the Securities and Exchange Commission approved the Financial Industry Regulatory Authority’s (FINRA) proposed amendments to Rule 5110, as modified by Partial Amendments No. 1 and No. 2 (Amended Rule 5110), on an accelerated basis in an effort to modernize, simplify and streamline the rule.
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Securities Exchange Act of 1934
SEC Proposes New Rules to Implement Resource Extraction Disclosure Rules
By Brian Hecht, Mark D. Wood & Mark J. Reyes on
Posted in Dodd-Frank Developments, SEC/Corporate
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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SEC Adopts Final SBS Cross-Border Rule Amendments and Sets Compliance Date for SBS Dealer Registration
By Guy C. Dempsey Jr. & Adam P. Haft on
Posted in Broker-Dealer, Derivatives
On December 18, the Securities and Exchange Commission adopted some amendments to its rules concerning the cross-border application of certain security-based swap requirements under the Securities Exchange Act of 1934 and issued a statement that it will be allowing some time-limited relief for reporting parties when security-based swap reporting goes into effect.…
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SEC Proposes New Amendments to Modernize Shareholder Proposal Rules
By Brian Hecht, Mark J. Reyes & Mark D. Wood on
Posted in SEC/Corporate
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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SEC Proposes Amendments Relating to Proxy Voting Advice
By Brian Hecht, Mark J. Reyes & Mark D. Wood on
Posted in SEC/Corporate
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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ISS Files Suit Against SEC for Proxy Voting Advice Guidance
By Mark J. Reyes, Mark D. Wood & Brian Hecht on
Posted in SEC/Corporate
On October 31, Institutional Shareholder Services Inc. (ISS) filed suit against the Securities and Exchange Commission in the US District Court for the District of Columbia, challenging the guidance that the SEC issued in August 2019 regarding the applicability of the federal proxy rules to proxy advisors such as ISS. The SEC’s guidance was previously discussed in the August 23, 2019 edition of Corporate & Financial Weekly Digest.…
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SEC Issues Legal Bulletin Regarding Shareholder Proposals Exclusion
By Mark J. Reyes, Mark D. Wood & Brian Hecht on
Posted in SEC/Corporate
On October 16, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission issued Staff Legal Bulletin No. 14K (SLB). The SLB provides new guidance regarding the Staff’s views as to when registrants may properly exclude, pursuant to Rule 14a-8(i)(7) of the Securities Exchange Act of 1934, as amended, shareholder proposals under the “ordinary business” exception.…
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SEC Proposes to Require Proposed NMS Plan Fee Amendments to Follow Public Notice, Comment and Approval Procedure
By Michael T. Foley & Stanley V. Polit on
Posted in Broker-Dealer
On October 1, the Securities and Exchange Commission proposed an amendment to Regulation NMS that would rescind a rule exception that allows a national market system plan (NMS Plan) amendment to be effective upon filing if it establishes or changes a fee or other charge (Proposal). …
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SEC Staff Announces Changes to Rule 14a-8 No-Action Request Process
By Mark D. Wood, Mark J. Reyes & Alyse A. Sagalchik on
Posted in SEC/Corporate
On September 6, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission announced changes (the Announcement) concerning its procedures for administering Rule 14a-8 under the Securities Exchange Act of 1934. …
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SEC Releases Small Entity Compliance Guide for Regulation Best Interest and Form CRS
By Susan Light, Michael T. Foley & Adam P. Haft on
Posted in Broker-Dealer
On September 9, the Securities and Exchange Commission (SEC) released two small entity compliance guides to assist broker-dealers and investment advisers in complying with the recently adopted Regulation Best Interest (Reg BI) and Form CRS.