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SEC Amends Rules for MD&A and other Financial Disclosures

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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

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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

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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

SEC Modifies Shareholder Proposals Framework

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On September 23rd, the Commission adopted rules altering the shareholder proposals submission (and re-submission) framework under Rule 14a-8 of the Exchange Act for the first time in over twenty years. Following another split-vote of the commissioners, the SEC approved the staff’s recommended modifications to the current shareholder ownership threshold for... Read More

Topics: Public Companies and Securities