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
The CFTC announced an Enforcement Advisory on self-reporting and cooperation for violations of the Commodity Exchange Act, or CEA, involving foreign corrupt practices. Because the Enforcement Advisory is limited to the CEA, it does not suggest that the CFTC will bring actions regarding violations of the Foreign Corrupt Practices Act.... Read More
We have been unable to find extensive SEC comments on last year’s first round of pay ratio disclosures. Searches for comment letter responses referring to for “402(u)” or “pay ratio” do not seem to turn up anything of general applicability. Maybe the SEC staff determined that commenting on pay ratio... Read More
Set forth below are examples of pay ratio disclosures from recently filed proxies where registrants chose to rely on the median employee identified in the prior year. Sabre Corporation In accordance with Item 402(u), we are using the same “median employee” identified in 2017 in our 2018 pay ratio calculation,... Read More
The SEC has proposed new rules that would permit all issuers to solicit investor views about potential offerings to be taken into account at an earlier stage in the process than is the case today. The new rule and related amendments would expand the “test-the-waters” accommodation—currently available to emerging growth... Read More
Nasdaq has filed an immediately effective rule proposal that clarifies and amends Nasdaq rules that permit a direct listing without an IPO. A December 22,2017, Wall Street Journal article states that Nasdaq had completed about a half dozen direct listings at that time. The NYSE has previously adopted a rule change to... Read More
The Financial Accounting Standards Board issued a proposed Accounting Standards Update on the recognition and measurement of deferred revenue in business combinations. The proposed ASU clarifies when acquiring organizations should recognize a contract liability in a business combination. In the proposal, an organization should recognize deferred revenue from acquiring another... Read More
SEC Commissioner Hester M. Peirce was awarded the nick name “Crypto Mom” by digital asset aficionados in a previous speech encouraging forward thinking by the SEC in the regulation of tokens and initial coin offerings. Crypto Mom has now given her view on the application of the Howey test to... Read More
In a novel sequence of events, SEC Chair Jay Clayton issued a statement on February 11, 2019 expressing the Commission’s non-view on mandatory shareholder arbitration provisions implemented by publicly-listed companies. The statement was released in conjunction with a no-action letter from Corp Fin staff issued on the same day concurring with the... Read More
In two new Compliance and Disclosure Interpretations (Questions 116.11 and 133.13), the SEC staff provided guidance on disclosure of self-identified specific diversity characteristics of board members and board nominees. The full text the C&DI’s (which are identical) are set forth below. Question: In connection with preparing Item 401 disclosure relating to... Read More