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

SEC Announces Enforcement Task Force Focused on Climate and ESG Issues

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The Securities and Exchange Commission announced the creation of a Climate and ESG Task Force in the Division of Enforcement. Consistent with increasing investor focus and reliance on climate and ESG-related disclosure and investment, the Climate and ESG Task Force will develop initiatives to proactively identify ESG-related misconduct.  The task... Read More

Topics: Public Companies and Securities

SEC Charges AT&T and Three Executives with Selectively Providing Information to Wall Street Analysts to Talk Down Estimates

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On March 5, 2021, the Securities and Exchange Commission charged AT&T, Inc. with repeatedly violating Regulation FD, and three of its Investor Relations executives with aiding and abetting AT&T’s violations, by selectively disclosing material nonpublic information to research analysts. The enforcement action demonstrates how efforts to talk down analyst estimates... Read More

Topics: Errors & Omissions Liability

ISS Issues Compensation and Equity Compensation Plan FAQs for 2021

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ISS has posted its usual suite of interpretive material for the upcoming proxy season. The Compensation FAQs note exceptional circumstances of the COVID-19 pandemic and its impact on company operations will be considered in ISS’ qualitative evaluation. The FAQs then point you toward ISS’ previously released COVID-19 FAQs. The Equity... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Proxy Statement Adequately Described Purpose of Equity Incentive Plan

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In Pascal v. Czerwinski et al, the Delaware Court of Chancery considered whether disclosures in Columbia Financial’s 2019 proxy statement related to the adoption of an equity incentive plan, or EIP, were adequate.  The directors of the company granted awards to themselves as compensation for past efforts to take the... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Exceptions to Beneficial Ownership Disclosure of Private Companies in Corporate Transparency Act

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The pending National Defense Authorization Act (NDAA) for Fiscal Year 2021 (H.R. 6395) will require many private companies to confidentially report the beneficial ownership of their common stock in many circumstances.  The beneficial ownership provisions are included in what is named the “Corporate Transparency Act.” The Corporate Transparency Act excludes... Read More

Topics: Uncategorized

Pending Defense Bill to Require Reporting of Beneficial Ownership of U.S. Private Companies

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The National Defense Authorization Act (NDAA) for Fiscal Year 2021 (H.R. 6395) conference report that passed the Senate will require private companies to report the beneficial ownership of their common stock in many circumstances.  The legislation generally excludes public companies from reporting. The provisions are buried in Title LXIV of... Read More

Topics: beneficial ownership reporting, Uncategorized

SEC Amends Rules for MD&A and other Financial Disclosures

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The SEC adopted amendments intended to modernize, simplify and enhance certain financial disclosure requirements in Regulation S-K, including rules related to MD&A. The changes to Items 301, 302, and 303 of Regulation S-K include: Eliminating Item 301 (Selected Financial Data); and Modernizing, simplifying and streamlining Item 302(a) (Supplementary Financial Information)... Read More

Topics: Public Companies and Securities