SEC Staff Issues Accounting Guidance on “Spring-Loaded” Compensation Awards to Executives

| November 29, 2021

The SEC staff has released guidance for companies about how to properly recognize and disclose compensation cost for “spring-loaded awards” made to executives. Spring-loaded awards are share-based compensation arrangements where a company grants stock options or other awards shortly before it announces market-moving information such as an earnings release with... Read More

Topics: Public Companies and Securities

Proposed CFIUS Rules Would Delay Determination with Respect to Excepted Foreign States

By Steve Quinlivan

| November 27, 2021

The “excepted foreign state” definition in the CFIUS rules operates together with other relevant terms to exclude from CFIUS’s jurisdiction covered investments by certain foreign persons who meet certain criteria establishing sufficiently close ties to certain foreign states. Section 800.218 defines excepted foreign state by a two-criteria conjunctive test, with... Read More

Topics: M&A

SEC Proposes Changes to Proxy Advisor Rules

By Steve Quinlivan

| November 26, 2021

In 2019, the SEC proposed changes to its proxy advisor rules (the “2019 Proposed Rules”). Later the SEC adopted final rules regarding proxy voting advice (the “2020 Final Rules”) provided by proxy advisory firms, or proxy voting advice businesses (“PVABs”). PVABs include ISS, Glass Lewis and other proxy advisors. The... Read More

Topics: Public Companies and Securities

SEC Adopts Mandatory Universal Proxy Rules

By Steve Quinlivan

| November 17, 2021

In 2016 the SEC adopted proposed rules related to use of universal proxies in contested director elections. The SEC has now adopted final rules. The SEC also adopted changes to the form of proxy and proxy statement disclosure requirements applicable to all director elections. The new rules will require use... Read More

Topics: Public Companies and Securities

SEC Reverses Course on Shareholder Proposals

By Steve Quinlivan

| November 10, 2021

The SEC Division of Corporation Finance announced it has rescinded Staff Legal Bulletin (“SLBs”) Nos. 14I, 14J and 14K after a review of staff experience applying the guidance in them. Public companies relied on the guidance in the SLBs to determine whether to seek a no-action letter to exclude shareholder... Read More

Topics: Public Companies and Securities

ISS Publishes Proposed Changes for 2022 for Comment

By Steve Quinlivan

| November 8, 2021

ISS has published proposed policy changes for 2022 for public comment. The following summarizes proposed changes for the U.S. market. Board Diversity. Proposed U.S. policy changes will extend board gender diversity requirements to a larger universe of companies from 2023 and following a one-year grace period. This policy will also... Read More

Topics: Errors & Omissions Liability, ESG

SEC Reopens Comments on Compensation Clawbacks

By Steve Quinlivan

| October 15, 2021

In 2015 the SEC proposed rules to implement Section 954 of the Dodd-Frank which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the SEC to adopt rules directing the national securities exchanges and national securities associations to prohibit the listing of any security of an... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

SEC Updates Filing Fee Rules

By Steve Quinlivan

| October 13, 2021

The SEC has adopted amendments that it believes will modernize filing fee disclosure and payment methods. The revised rules amend most fee-bearing forms, schedules, statements, and related rules to require each filing fee table and accompanying disclosure to include all required information for fee calculation in a structured format. The... Read More

Topics: Public Companies and Securities

NYSE Proposal Addresses Abstentions in Definition of “Votes Cast”

By Steve Quinlivan

| October 4, 2021

Section 312.07 of the NYSE Listed Company Manual provides that, where shareholder approval is a prerequisite to the listing of any additional or new securities of a listed company, or where any matter requires shareholder approval, the minimum vote which will constitute shareholder approval for such purposes is defined as... Read More

Topics: Public Companies and Securities

Preliminary Planning for the 2022 Proxy Season

By Steve Quinlivan

| September 23, 2021

Our preliminary list of important planning considerations for the 2022 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters We have identified only a few possible changes to date for D&O questionnaires and committee charters for the 2022 proxy season. The NYSE amended the first paragraph of... Read More

Topics: Public Companies and Securities

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