The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and annual reports. The final rules will require information about a registrant’s climate-related risks that have materially impacted, or are reasonably likely
Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE
Public Companies and Securities
NYSE Updates Shareholder Approval Rule
The NYSE amended its shareholder approval rules to make it easier for listed companies to sell securities to passive existing shareholders without obtaining shareholder approval. The SEC approved the change on an accelerated basis.
Section 312.03(b)(i) of the NYSE’s Listed Company Manual provides that shareholder approval is required prior to the issuance of common stock…
2024 ISS Policy Update: Severance Arrangements
It appears the lone ISS policy update for the US will be to Severance Agreements for Executives/Golden Parachutes.
ISS will vote on a case-by-case basis on shareholder proposals requiring that executive severance (including change-in-control related) arrangements or payments be submitted for shareholder ratification.
Factors that will be considered include, but are not limited to:
- The
SEC Issues Staff Report on Accredited Investor Definition
The SEC issued a staff report on the accredited investor definition. The Dodd-Frank Wall Street Reform and Consumer Protection Act directs the Commission to review the accredited investor definition as it relates to natural persons every four years to determine whether the definition should be modified or adjusted. The Staff previously reviewed the definition in…
SEC Adopts Final Amendments Related to Share Repurchases
The SEC has adopted final amendments requiring disclosures related to issuers’ share repurchases. The amendments will require domestic issuers to:
Stock Exchanges Publish Proposed Clawback Rules
Both the NYSE and Nasdaq have issued proposed clawback rules in connection with SEC Rule 10D-1.
NYSE
The NYSE proposes to comply with Rule 10D-1 by adopting proposed new Section 303A.14 of the Listed Company Manual. Proposed Section 303A.14 is designed to conform closely to the applicable language of Rule 10D-1 and requires an issuer…
SEC Adopts Final Rule on 10b5-1 Plans
The SEC has adopted final amendments to Rule 10b5-1 under the Securities Exchange Act of 1934. The amendments:
- Add new conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1), including cooling-off periods for directors, officers, and persons other than issuers;
- Create new disclosure requirements regarding issuers’ insider trading policies and procedures
…
SEC Issues Final Compensation Clawback Rules
The SEC has adopted rules to require securities exchanges to adopt listing standards that require issuers to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers. The final rules require a listed issuer to file the policy as an exhibit to its annual…
SEC Charges Company for Backlog Management
In a settled enforcement action, the SEC charged VMware, Inc., with omission of material information in its disclosures concerning its order “backlog” and revenue management, in quarterly and annual Exchange Act reports, on earnings calls, and in earnings releases, during its 2019 and 2020 fiscal years. According to the SEC, this information was necessary…
SEC Adopts Pay Versus Performance Disclosure Rules
The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act.
The rules will require registrants to disclose, in proxy or information statements in which executive compensation disclosure is required, how executive compensation actually paid by the registrants and related to the financial performance…