ISS has posted its usual suite of interpretive material for the upcoming proxy season. The Compensation FAQs note exceptional circumstances of the COVID-19 pandemic and its impact on company operations will be considered in ISS’ qualitative evaluation. The FAQs then point you toward ISS’ previously released COVID-19 FAQs. The Equity... Read More
In Pascal v. Czerwinski et al, the Delaware Court of Chancery considered whether disclosures in Columbia Financial’s 2019 proxy statement related to the adoption of an equity incentive plan, or EIP, were adequate. The directors of the company granted awards to themselves as compensation for past efforts to take the... Read More
The SEC adopted final rules that will require resource extraction issuers that are required to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 to disclose payments made to the U.S. federal government or foreign governments for the commercial development of oil, natural gas, or... Read More
The pending National Defense Authorization Act (NDAA) for Fiscal Year 2021 (H.R. 6395) will require many private companies to confidentially report the beneficial ownership of their common stock in many circumstances. The beneficial ownership provisions are included in what is named the “Corporate Transparency Act.” The Corporate Transparency Act excludes... Read More
The National Defense Authorization Act (NDAA) for Fiscal Year 2021 (H.R. 6395) conference report that passed the Senate will require private companies to report the beneficial ownership of their common stock in many circumstances. The legislation generally excludes public companies from reporting. The provisions are buried in Title LXIV of... Read More
The SEC has adopted final rules regarding electronic signatures with respect to Regulation S-T Rule 302. New Rule 302(b)(2) of Regulation S-T provides that, before a signatory initially uses an electronic signature to sign something to filed with the SEC, the signatory must manually sign a document attesting that the... Read More
The SEC adopted amendments intended to modernize, simplify and enhance certain financial disclosure requirements in Regulation S-K, including rules related to MD&A. The changes to Items 301, 302, and 303 of Regulation S-K include: Eliminating Item 301 (Selected Financial Data); and Modernizing, simplifying and streamlining Item 302(a) (Supplementary Financial Information)... Read More
We previously discussed an SEC enforcement action against Andeavor LLC for controls violations relating to a stock buyback plan it implemented while it was in discussion to be acquired by Marathon Petroleum Corp. in 2018. Andeavor agreed to pay a $20 million penalty to settle the charges. According to the... Read More
The SEC adopted final rules which the SEC believes harmonizes, simplifies, and improves the complex exempt offering framework. The amendments generally: Establish more clearly, in one broadly applicable rule, the ability of issuers to move from one exemption to another; increase the offering limits for Regulation A, Regulation Crowdfunding, and... Read More
The PCAOB released an interim analysis report and two accompanying white papers providing the PCAOB’s perspective on the initial impact of critical audit matter (CAM) requirements and insights learned from stakeholders. The PCAOB performed an interim analysis of the CAM requirements to gain an initial understanding of audit firms’ and... Read More