The SEC has approved amendments to Sections 312.03 and 312.04 of the NYSE Listed Company Manual that modify the price requirements for certain exceptions to shareholder vote requirements related to issuances of securities set forth in Section 312.03. The amendments replace the former “book and market value” minimum pricing threshold... Read More
Wow, it finally happened. The SEC granted long awaited guidance on when tokens are not securities in the form of a no-action letter. The no-action letter finds the specific tokens at issue were not securities because: TKJ will not use any funds from Token sales to develop the TKJ Platform,... Read More
The Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations. Accordingly, the SEC adopted final amendments to its rules that are intended to modernize and simplify certain disclosure requirements in Regulation S-K, and related rules and forms, in a manner that... Read More
SEC Chairman Jay Clayton gave his views on appropriate disclosures related to human capital in opening remarks before a meeting of the SEC Investor Advisory Committee. Chairman Clayton believes that the strength of our economy and many of our public companies is due, in significant and increasing part, to human... Read More
The U.S. Supreme Court considered the extent of liability under Rule 10b-5 and other rules of the Securities and Exchange Commission and related statutes in Lorenzo v. Securities and Exchange Commission. The facts of the case were undisputed. Francis Lorenzo, while the director of investment banking at an SEC-registered brokerage... Read More
The Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations. Accordingly, the SEC has adopted final amendments to its rules that are intended to modernize and simplify certain disclosure requirements in Regulation S-K, and related rules and forms, in a manner... Read More
The PCAOB recently noted that during 2019 it will provide an opportunity for audit committee chairs of certain companies whose audits are subject to inspection to “engage in a dialogue with the inspections staff.” While we assume the PCAOB’s motive is in good faith to obtain a better mutual understanding... Read More
William Hinman, Director, SEC Division of Corporation Finance, recently gave his views on sustainability disclosures by public companies, among other topics. According to Mr. Hinman, sustainability disclosures are a complicated topic. Investors want information, but do not agree on the types of sustainability disclosures that should be made. It is... Read More
In a published document, the PCAOB noted its new strategic plan anticipated enhanced external engagement and more proactive communication with its stakeholders, including audit committees, to inform them about its core activities—including its inspections—and to maintain an ongoing dialogue with them. The PCAOB noted that during 2019 it will provide... Read More
Elon Musk, in a court filing, offered the following three reasons why he should not be held in contempt of court for violating a court Order in a recent tweet: There is no clear and convincing evidence that an unambiguous court order was violated. According to Musk, Tesla has confirmed... Read More