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
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
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
At an open meeting of the Securities and Exchange Commission on October 7th, the Commission approved issuance of a proposed conditional exemptive order that would allow “finders” to engage with accredited investors in connection with a private securities offering without registering as brokers under the Exchange Act. The regulatory status... Read More
Our preliminary list of important planning considerations for the 2021 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 2020 proxy season. As noted in previous years, the Tax... Read More