ISS issued guidance on its policy application in light of the global impacts of the COVID-19 pandemic. The guidance addresses how ISS plans to apply ISS’ benchmark proxy voting policies over the coming months as annual shareholder meeting season gets underway. The guidance provides direction on a number of annual... Read More
SEC Chair Jay Clayton and William Hinman, Director, Division of Corporation Finance, shared their views in a public statement on first quarter earnings communications. Highlights of the wide-ranging statement are discussed below. According to Messrs. Clayton and Hinman, company disclosures should reflect investor interest in: where the company stands today,... Read More
As a result of the COVID-19 pandemic, SEC staff provided guidance on changing the date time and place of an annual meeting, switching to a virtual shareholder meeting and certain matters related to shareholder proposals. The SEC has now expanded on that guidance, focusing primarily on problems associated with issuers... Read More
In a public statement, Sagar Teotia, Chief Accountant of the SEC, spoke to a number of implications of COVID-19 and financial reporting. Among other things, Mr. Teotia noted that the SEC staff recognizes that the accounting and financial reporting implications of COVID-19 may require companies to make significant judgments and... Read More
As a result of the COVID-19 pandemic, the NYSE has proposed temporary relief: under certain shareholder approval rules to facilitate raising of capital; and under market capitalization and minimum stock price rules to permit continued listing. Relief From Shareholder Approval As a result of COVID-19, the NYSE believes that it... Read More
The Coronavirus Aid, Relief and Economic Security Act, or CARES Act, is a little bit over a week old and public companies have begun to make disclosures regarding its impact in SEC filings. Perhaps the most frequent disclosures relate to the tax provisions of the CARES Act: Frontier Communications Corporation... Read More
The Southern District of New York granted the SEC’s request for a preliminary injunction halting a coin offering in Securities and Exchange Commission v. Telegram Group Inc. et al. Among other things, the Court found that the SEC has shown a substantial likelihood of success in proving that Telegram’s plan... Read More
We previously noted that as a result of COVID-19 the SEC, pursuant to an order, provided publicly traded companies with an additional 45 days to file certain disclosure reports if designated conditions were met. One of the conditions was that an Form 8-K be filed disclosing certain information. We have... Read More
The SEC’s Division of Corporation Finance published formal disclosure guidance and other views of securities law compliance for public companies with respect to COVID-19. On disclosure matters, the guidance recognizes that it may be difficult to assess or predict with precision the broad effects of COVID-19 on industries or individual... Read More
SEC staff published an announcement regarding signature page maintenance as a result of the COVID-19 pandemic substantially as follows: The staff of the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets has received inquiries from persons and entities subject to Regulation S-T... Read More