Posts from Steve Quinlivan

SEC Amends Rules for MD&A and other Financial Disclosures


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

Topics: Public Companies and Securities

SEC Harmonizes and Improves Exempt Offering Framework

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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

Topics: Public Companies and Securities

SEC Charges Company for Implementing Stock Buyback Plan Before Acquisition Negotiations Resumed


The SEC announced settled charges against Andeavor LLC for controls violations relating to a stock buyback plan it implemented while it was in discussions to be acquired by Marathon Petroleum Corp. in 2018. Andeavor agreed to pay a $20 million penalty to settle the charges.  According to the SEC order,... Read More

Topics: Litigation, M&A, Public Companies and Securities

ISS Launches Open Comment Period for 2021 ISS Benchmark Voting Policy Changes


ISS announced the launch of its annual benchmark voting policy comment period. ISS has made available for public comment a number of proposed changes to ISS’ benchmark voting policies for 2021. Key proposed changes for the U.S. are set forth below. Director Elections: Racial/Ethnic Board Diversity For companies in the Russell... Read More

Topics: M&A, Public Companies and Securities

DOL Proposes Rule on Employee Benefit Plan Proxy Voting and Exercises of Other Shareholder Rights


The U.S. Department of Labor today made available a proposed rule that would address the application of the prudence and exclusive purpose duties under the Employee Retirement Income Security Act (ERISA) with respect to proxy voting and exercises of other shareholder rights. The proposed rule amends the Department’s longstanding “Investment... Read More

Topics: ESG, Public Companies and Securities