Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

SEC Clarifies Investment Advisers’ Proxy Voting Responsibilities and Application of Proxy Rules to Voting Advice


The SEC provided guidance to assist investment advisers in fulfilling their proxy voting responsibilities. The guidance discusses, among other matters, the ability of investment advisers to establish a variety of different voting arrangements with their clients and matters they should consider when they use the services of a proxy advisory... Read More

Topics: Investment Advisers, Public Companies and Securities

SEC Charges Issuer for Reg FD Violation for Selective Disclosure to Analysts


The SEC charged TherapeuticsMD Inc., a pharmaceutical company headquartered in Boca Raton, Florida, with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts without also disclosing the same information to the public.  No individuals were charged.  The company did not admit or deny... Read More

Topics: Litigation, Public Companies and Securities

FASB Proposes to Delay Effective Dates for Private and Certain Public Companies


The Financial Accounting Standards Board issued a proposed Accounting Standards Update, or ASU, that would grant private companies, not-for-profit organizations, and SEC registrants classified as smaller reporting companies additional time to implement FASB standards. For smaller reporting companies this would include the standard on current expected credit losses (CECL), and... Read More

Topics: Public Companies and Securities

SEC Proposes to Modernize Disclosures of Business, Legal Proceedings, and Risk Factors

The SEC has issued proposed rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K.  The SEC stated the proposed amendments are intended to update the rules to improve disclosures for investors and to simplify compliance... Read More

Topics: Public Companies and Securities

2nd Big 4 Audit Report with 2 CAMs


An audit report was filed with a 10-K that includes two CAMs.  One is related to revenue recognition and the other is related to uncertain tax positions. More specifically on revenue recognition the audit report states the auditors identified the evaluation of the allocation of contract price to the identified... Read More

Topics: Errors & Omissions Liability