The House Committee on Financial Services is considering legislation on a number of matters that would affect public companies. An example of some of the matters under consideration include: A bill that would require public companies to submit quarterly reports to both the SEC and investors detailing the amount, date,... Read More
The SEC has reissued and updated its guidance regarding COVID-19 matters and its effect on some matters related to annual meetings. The guidance addresses: Changing the Date, Time, or Location of a Shareholder Meeting “Virtual” Shareholder Meetings Presentation of Shareholder Proposals Delays in Printing and Mailing of Full Set of... Read More
John Coates, Acting Director, Division of Corporation Finance, issued a statement questioning the application of the safe harbor for forward looking information in the Private Securities Litigation Reform Act (PSLRA) to a de-SPAC transaction. A de-PAC transaction occurs when a SPAC, which is already public, acquires a private company which... Read More
The PCAOB has released a publication captioned “Audit Committee Resource: 2021 Inspections Outlook.” The purpose of the three-page publication is to assist audit committees in engaging in informed dialogue with their auditors on the PCAOB’s planned focus of their examination of public company audits. Topics covered in the publication include:... Read More
The NYSE has amended the Listed Company Manual regarding shareholder approval requirements for the issuance of securities and certain related party matters. The SEC approved the amendments on an accelerated basis. Prior to the amendment, Section 312.03(b) of the Manual required shareholder approval prior to certain issuances of common stock,... Read More
The SEC issued two pieces of guidance on special purpose acquisition companies, or SPACs. One piece, styled as a statement by Paul Munter, Acting Chief Accountant, speaks to financial reporting and auditing considerations of companies merging with SPACs. The other statement, issued by the Division of Corporation Finance, is labeled... Read More
In September 2020 the SEC adopted final rules altering the shareholder proposal framework for the first time in 20 years. Following another split-vote of the Commissioners, the SEC approved modifications to the current shareholder ownership threshold for initial submissions as well as the shareholder support levels required for resubmissions of... Read More
The SEC has adopted interim final amendments to Form 10-K, Form 20-F, Form 40-F, and Form N-CSR to implement the disclosure and submission requirements of the Holding Foreign Companies Accountable Act, or the HFCA Act. The HFCA Act became law on December 18, 2020. Among other things the HFCA Act... Read More
In re Forum Mobile, Inc. considers petitioner Synergy Management Group LLC’s request for the appointment of its President to be custodian of Forum Mobile, Inc. under Section 226(a)(3) of the Delaware General Corporation Law, or DGCL. The respondent in the action technically is Forum, but according to the Court, Forum... Read More
The Securities and Exchange Commission announced settled charges against an Oklahoma-based gas exploration and production company, Gulfport Energy Corporation, and its former CEO, Michael G. Moore, for failing to properly disclose as compensation certain perks provided to Moore, as well as failing to disclose certain related person transactions. SEC enforcement... Read More