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Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

ISS Issues FAQs on GICS Code 5020 Implementation

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On September 28, 2018, S&P Dow Jones Indices and MSCI, Inc. will introduce a new grouping to their Global Industry Classification Standard (GICS) system. This new classification, coded 5020, will be called “Media & Entertainment.” Certain other changes, including renaming the top-level GICS 50 industry, eliminating GICS 2540 (“Media”), and... Read More

Topics: Executive Compensation, Public Companies and Securities

SEC Staff Provides Relief for Form 10-Qs under Disclosure Simplification Rules

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SEC staff recently issued this Compliance and Disclosure Interpretation: Question 105.09 Question: On August 17, 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification. The amendments will become effective 30 days after publication in the Federal Register. Among the amendments... Read More

Topics: Public Companies and Securities

FTC Speaks to Timing of Consent Orders

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The FTC recently spoke about the time it takes review a consent package after FTC staff and the parties formally submit a settlement package to the Director of the Bureau of Competition. According to the FTC it typically takes four weeks to review a consent package after staff and the... Read More

Topics: M&A

Guide to the Effect of the SEC’s Disclosure Simplifications on SEC Filings

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The SEC has adopted amendments to its rules to simplify disclosures in filings with the SEC.  The amendments eliminate certain: Redundant and duplicative requirements, which require substantially similar disclosures as GAAP, International Financial Reporting Standards (IFRS), or other Commission disclosure requirements. Overlapping requirements, which are related to, but not the same... Read More

Topics: Public Companies and Securities

#MeToo Clauses Being Added to Merger Agreements

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Some merger agreements are starting to include representations and warranties regarding the absence of allegations of sexual harassment against senior officials. Some examples follow. Brookfield Asset Management’s acquisition of Forest City Realty To the Knowledge of the Company, in the last five (5) years, no allegations of sexual harassment have... Read More

Topics: Employment, M&A, Public Companies and Securities