The New York Stock Exchange proposes to amend Section 303A.08 of the Manual to clarify the circumstances under which certain sales of a listed company’s securities will not be deemed to be equity compensation for purposes of that rule. The rule proposal states as follows: Section 303A.08 provides that an... Read More
The PCAOB posted to its website a staff guidance document, A Deeper Dive on the Communication of CAMs, developed to support implementation of the new critical audit matter requirements. This document was informed by discussions with auditors regarding their experiences conducting dry runs of CAMs with their audit clients, the... Read More
Research by Lucian A. Bebchuk, Harvard Law School, and Scott Hirst, Boston University School of Law, indicates three key index fund advisors could cast 34% of votes in the next decade at S&P 500 companies, and about 41% of votes at S&P 500 companies in two decades. The key index... Read More
ISS ESG, an arm of ISS, released ESG Review 2019, an annual analysis of the state of adherence by companies across the globe to environmental, social, and governance (ESG) criteria. This year’s report finds the share of companies covered by ISS’ Corporate Rating and assessed as “good” or “excellent” (both... Read More
Nasdaq has released its new global environmental, social and governance (ESG) reporting guide which it believes will support public and private companies. The 2019 ESG Reporting Guide includes third-party reporting methodologies adopted by the industry and Nasdaq intends it to help companies navigate the evolving standards on ESG data disclosure.... Read More
Current SEC reporting requirements establish three different filer statuses that categorizes issuers subject to Exchange Act reporting requirements as non-accelerated, accelerated, and large accelerated filers. Section 404(a) of the Sarbanes-Oxley Act, or SOX, requires almost all SEC reporting issuers, regardless of filer status, to establish and maintain internal control over... Read More
C-Suite executives may now have to be accustomed to a new form of adverse publicity to deal with in their crisis management planning – someone making publically available an SEC whistleblower submission and publicizing the same by blast emails and a press campaign. In this case, a whistleblower supported by... Read More
The SEC has proposed rule amendments that revise required financial disclosure upon the acquisition and disposition of businesses in M&A transactions. The proposed changes would, among other things: update the significance tests under these rules by revising the investment test and the income test, and conforming the significance threshold and... Read More
In this action, anonymous whistleblower John Doe filed a Petition for a Writ of Mandamus Directed to the Securities and Exchange Commission to Compel Agency Action that has been Unreasonably Delayed in the United States Court of Appeals for the District of Columbia Circuit. With respect to the action in... Read More
In a wide ranging derivative action, a Facebook shareholder has filed a 193 page complaint in the Delaware Court of Chancery alleging three Facebook directors sold a total of $1.5 billion of stock while in possession of inside information. Specifically, the complaint alleges that at the time of the stock... Read More