The SEC published this statement announcing a new position on requests for no action letters to exclude shareholder proposals: After the recent proxy and shareholder proposal season, the Division considered whether additional guidance or changes to its process of administering Exchange Act Rule 14a-8 were warranted. As a result of... Read More
FASB has issued a proposed Accounting Standards Update, or ASU, to provide temporary optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. In particular the proposed ASU is meant to address the expected discontinuance of LIBOR. Without any... Read More
Omega Protein Corporation manufactured and distributed omega-3 fish oils and fish meal products. Omega financed its operations through federal government programs under Title XI of the Merchant Marine Act of 1936. The Title XI loans were administered by the National Marine Fisheries Service, or NMFS. NMFS regularly required that Omega’s... Read More
The SEC provided guidance to assist investment advisers in fulfilling their proxy voting responsibilities. The guidance discusses, among other matters, the ability of investment advisers to establish a variety of different voting arrangements with their clients and matters they should consider when they use the services of a proxy advisory... Read More
The SEC charged TherapeuticsMD Inc., a pharmaceutical company headquartered in Boca Raton, Florida, with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts without also disclosing the same information to the public. No individuals were charged. The company did not admit or deny... Read More
The Financial Accounting Standards Board issued a proposed Accounting Standards Update, or ASU, that would grant private companies, not-for-profit organizations, and SEC registrants classified as smaller reporting companies additional time to implement FASB standards. For smaller reporting companies this would include the standard on current expected credit losses (CECL), and... Read More
A question some ponder is whether all audit reports will include a discussion of critical audit matters, or CAMs. The answer is “yes” if you consider the 11 audit reports issued by the Big 4 on and after August 1 for large accelerated filers with June 30, 2019 year ends... Read More
We noted a couple of early CAMs here and here. In addition, as of the end of the week on August 9, 1019, we identified the following CAMs (note that the easiest way to navigate the EDGAR documents to find the CAMs is to search for “critical audit” or if... Read More
In this blog maintained by my colleagues Scott Hecht and Christina Arnone, Scott and Jessica Pixler of Stinson outline a recent case in the Delaware Superior Court where the Court ruled that a Delaware General Corporation Law § 262 appraisal action constituted a “Securities Claim” within the meaning of the... Read More
The SEC has issued proposed rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K. The SEC stated the proposed amendments are intended to update the rules to improve disclosures for investors and to simplify compliance... Read More