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# Governance & Compliance Insider

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## Posts

- [SEC’s Prescribed Clawback Policy - Effective Date Postponed and Approved by SEC!](https://www.governancecomplianceinsider.com/secs-prescribed-clawback-policy-effective-date-postponed-and-approved-by-sec/) - NYSE, NYSE American and Nasdaq have postponed the effective date of the proposed clawback listing standards, so they would take effect on October 2, 2023, and issuers would be required to adopt compliant clawback policies by December 1, 2023. Furthermore, the SEC has granted accelerated approval of each exchange’s proposal, as amended. The amendments have
- [SEC Announces Reduction in Securities Registration Fees for Public Companies](https://www.governancecomplianceinsider.com/sec-announces-reduction-in-securities-registration-fees-for-public-companies/) - Effective October 1, 2025, the Securities and Exchange Commission (SEC) is lowering the fee rate for public companies and other issuers who register their securities. The new fee will drop from $153.10 to $138.10 per million dollars registered. This change applies to registrations under Section 6(b) of the Securities Act of 1933, as well as
- [The SEC Amends Policy on Economic Projections, and Issues Final Rules and Additional Guidance for SPACs and Shell Companies](https://www.governancecomplianceinsider.com/the-sec-amends-policy-on-economic-projections-and-issues-final-rules-and-additional-guidance-for-spacs-and-shell-companies/) - As discussed in more detail in our eUpdate published today, the SEC on January 24, 2024 adopted final rules amending the disclosure and registration requirements applicable to special purpose acquisition companies (SPACs) and shell companies that register or file reports with the SEC. These amendments impose significant new requirements on SPAC IPOs, as well as
- [SEC Amends Schedule 13D/G Requirements](https://www.governancecomplianceinsider.com/sec-amends-schedule-13d-g-requirements/) - On October 10, 2023, the Securities and Exchange Commission approved amendments to the Regulation 13D-G reporting regime for persons who beneficially own more than 5% of a class of securities (“5% Owners”) that is registered under Section 12 of the Securities and Exchange Act of 1934, as amended. The amendments accelerate the deadlines by which
- [SEC Amends Insider Trading Safe Harbor and Requires New Disclosures to Address Insider Trading Risks](https://www.governancecomplianceinsider.com/sec-amends-insider-trading-safe-harbor-and-requires-new-disclosures-to-address-insider-trading-risks/) - On December 14, 2022, the SEC adopted final rules amending Rule 10b5-1, the safe harbor that allows directors, executive officers and others, including issuers, to engage in securities transactions while in possession of material non-public information, by entering into a binding contract, instruction or plan adopted prior to effecting the transaction and at a time
- [Inflation Reduction Act: New Excise Tax Discourages Stock Repurchase Transactions](https://www.governancecomplianceinsider.com/inflation-reduction-act-new-excise-tax-discourages-stock-repurchase-transactions/) - On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022, HR 5376 (the “Act”), into law. Among other significant changes, the Act includes a new 1% excise tax on stock repurchase transactions by certain publicly traded corporations (the “Excise Tax”). The Excise Tax is substantially identical to the excise tax included in
- [SEC Requires Electronic Submission of “Glossy” Annual Reports](https://www.governancecomplianceinsider.com/sec-requires-electronic-submission-of-glossy-annual-reports/) - On June 3, 2022, the Securities and Exchange Commission mandated the electronic filing or submission of certain documents that reporting companies currently may provide as paper filings, by adopting amendments to Regulation S-T. Electronic Submission of “Glossy” Annual Reports “Glossy” annual reports, which are prepared in accordance with Rule 14a-3 of the Securities Exchange Act
- [Universal Proxy Card Requirement](https://www.governancecomplianceinsider.com/universal-proxy-card-requirement/) - As expected, the SEC has adopted final rules requiring the use of universal proxy cards in shareholder meetings involving non-exempt contested director elections held after August 31, 2022. In addition, certain amendments will impact proxy disclosure for all director elections, contested or uncontested. Amended Proxy Disclosure for All Director Elections The rules establish new proxy disclosure requirements
- [Governance and Disclosure Considerations from the SEC’s Climate Change Comment Letters](https://www.governancecomplianceinsider.com/governance-and-disclosure-considerations-from-the-secs-climate-change-comment-letters/) - The SEC’s Division of Corporation Finance has issued a sample comment letter, and sent actual comment letters to a series of public companies, asking for additional Form 10-K disclosure on topics addressed in the SEC’s 2010 Guidance Regarding Disclosure Related to Climate Change, Release No. 33-9106 (Feb. 2, 2010), or an explanation for why the comments do
- [Reminder of the SEC's Shareholder Proposal Amendments Effective for 2022 Annual Meetings](https://www.governancecomplianceinsider.com/reminder-of-the-secs-shareholder-proposal-amendments-effective-for-2022-annual-meetings/) - For those public companies soon to be receiving shareholder proposals for their upcoming annual shareholder meetings, please keep in mind that in September 2020, the SEC adopted amendments to Rule 14a-8. These amendments apply to any shareholder proposal submitted for an annual or special meeting to be held on or after January 1, 2022. However,
- [SEC Approves Nasdaq Board Diversity Listing Rules](https://www.governancecomplianceinsider.com/sec-approves-nasdaq-board-diversity-listing-rules/) - On August 6, 2021, the Securities Exchange Commission (the “SEC”) approved Nasdaq Rules 5605(f) and 5606 on board diversity, which are the first of their kind to be implemented on a national scale in the United States. They are controversial, opposed by SEC Commissioners Hester Peirce and Elad Roisman, and may face legal challenges. While
- [SPAC Talk:  Important Considerations for Private Companies Evaluating a SPAC Going-Public Transaction](https://www.governancecomplianceinsider.com/spac-talk-important-considerations-for-private-companies-evaluating-a-spac-going-public-transaction/) - One of the hottest going-public trends in 2020 and 2021 has been the rise of SPACs – Special Purpose Acquisition Companies – as a vehicle for private companies to go public. SPACs are shell companies that are formed, funded and taken public for the purpose of later acquiring an operating company. By merging with a
- [Early Compliance with MD&A Amendments Possible for Upcoming 10-Ks](https://www.governancecomplianceinsider.com/early-compliance-with-mda-amendments-possible-for-upcoming-10-ks/) - Last November, the SEC finalized certain amendments that would eliminate selected financial data, two years of supplementary financial information, and MD&A provisions for the contractual obligations table and off-balance sheet disclosure, under certain circumstances, for SEC reports and registration statements. Companies may now early adopt these amendments for filings made after the rulemaking's effective date
- [State Street Calls for Board and Workforce Diversity Data](https://www.governancecomplianceinsider.com/state-street-calls-for-board-and-workforce-diversity-data/) - Companies that count State Street Global Advisors as an investor should review its CEO Cyrus Taraporevala’s just-released annual letter on its proxy voting agenda, which has significant updates on voting policies with regard to board and workforce diversity. Indicating that State Street's primary challenge as an investor is the lack of publicly available racial and
- [It’s Really Time to Talk Diversity in D and O Questionnaires (with Updated Sample Question and Summary of Nasdaq’s Proposed Rules)](https://www.governancecomplianceinsider.com/its-really-time-to-talk-diversity-in-d-and-o-questionnaires-with-updated-sample-question-and-summary-of-nasdaqs-proposed-rules/) - On December 1, 2020, Nasdaq submitted a proposal to the SEC seeking approval of new listing requirements for board diversity. The stated goal of the proposal is to provide stakeholders with a better understanding of a company’s current board composition and enhance investor confidence that listed companies are considering diversity in the context of selecting
- [SEC Staff Releases FAQs on Regulation S-K Amendments](https://www.governancecomplianceinsider.com/sec-staff-releases-faqs-on-regulation-s-k-amendments/) - In response to commonly asked questions, the SEC staff has released three FAQs related to amendments to the business description, legal proceedings and risk factor disclosure requirements in Regulation S-K Items 101, 103, and 105, discussed here. The rulemaking became effective on November 9, 2020. Compliance for Form S-3 Registration Statements and Prospectus Supplements The
- [Proposed SEC Exemption for Certain Finders](https://www.governancecomplianceinsider.com/proposed-sec-exemption-for-certain-finders/) - On October 7, 2020, the Securities and Exchange Commission (”SEC”) proposed a new limited, conditional exemption from broker-dealer registration requirements of Section 15(a) of the Securities and Exchange Act of 1934, as amended (“Exchange Act”) for “finders” who assist issuers with raising capital in private markets from accredited investors. The proposed exemption would permit natural
- [It's Time to Talk Diversity in D and O Questionnaires (with Sample Question)](https://www.governancecomplianceinsider.com/its-time-to-talk-diversity-in-d-and-o-questionnaires-with-sample-question/) - Corporate secretaries of public companies will soon be updating their D&O questionnaires for the 2021 proxy season, and they should consider whether to include a question that allows directors to self-identify as diverse. While companies may be hesitant to raise the issue, increasingly, they are being asked for diversity data on their boards and employees.
- [SEC Updates Accredited Investor and Qualified Institutional Investor Definitions](https://www.governancecomplianceinsider.com/sec-updates-accredited-investor-and-qualified-institutional-investor-definitions/) - On August 26, 2020, the Securities and Exchange Commission (the “Commission”) adopted amendments to update the definition of “accredited investor” in the Commission’s rules governing certain kinds of private securities offerings, including securities offerings to natural persons and entities conducted pursuant to Rules 506(b) and 506(c) of Regulation D under the United States Securities Act
- [What Counts as a "Perk" During the COVID-19 Pandemic?](https://www.governancecomplianceinsider.com/what-counts-as-a-perk-during-the-covid-19-pandemic/) - Companies have offered benefits to employees, including executive officers, to enable them to continue their work and otherwise to make their lives easier during the COVID-19 pandemic. Now the SEC has released additional guidance as to when these benefits constitute perquisites or personal benefits that should be included in executive compensation for proxy disclosure purposes.
- [SEC Updates Guidance on Expiring Confidential Treatment Orders](https://www.governancecomplianceinsider.com/sec-updates-guidance-on-expiring-confidential-treatment-orders/) - On September 9, the SEC’s Division of Corporation Finance updated its guidance to outline three alternatives for handling an expiring confidential treatment order (“CTO”): 1) If the contract continues to be material but the previously redacted information is no longer confidential: refile the unredacted exhibit. 2) If the contract continues to be material, and the
- [SEC Updates Requirements for Business, Legal Proceedings and Risk Factor Disclosures](https://www.governancecomplianceinsider.com/sec-updates-requirements-for-business-legal-proceedings-and-risk-factor-disclosures/) - The Securities and Exchange Commission (the “SEC”) has adopted amendments to Regulation S-K to update the description of business (Item 101), legal proceedings (Item 103), and risk factors (Item 105) that public companies are required to provide in certain registration statements and reports. These disclosure requirements have not undergone significant revisions in over 30 years.
- [SEC Creates New File Transfer System for Supplemental Materials and Rule 83 Confidential Treatment Requests](https://www.governancecomplianceinsider.com/sec-creates-new-file-transfer-system-for-supplemental-materials-and-rule-83-confidential-treatment-requests/) - The SEC announced last week that in light of COVID-19 concerns, the Division of Corporation Finance is providing a temporary secure file transfer process for the submission of (i) supplemental materials that are requested by the SEC about registrants and their registration statements, reports and activities pursuant to Rules 418 and 12b-4 and (ii) information
- [SEC Supplements COVID-19 Disclosure Guidance Ahead of Second Quarter Reports](https://www.governancecomplianceinsider.com/sec-supplements-covid-19-disclosure-guidance-ahead-of-second-quarter-reports/) - The Securities and Exchange Commission continues to encourage public companies to provide disclosures that allow investors to evaluate the current and expected impact of COVID-19 through the eyes of management and to proactively revise and update disclosures as facts and circumstances change. Ahead of public company reports of their second quarter results, the SEC's Division
- [SEC Adopts Amendments to Improve Financial Disclosures About Acquisitions and Dispositions of Businesses](https://www.governancecomplianceinsider.com/sec-adopts-amendments-to-improve-financial-disclosures-about-acquisitions-and-dispositions-of-businesses/) - On May 21, 2020, the Securities and Exchange Commission announced rule and form amendments that will affect registrants’ financial disclosures relating to business acquisitions and dispositions. The amendments are intended to streamline the required disclosures, make more meaningful information available to investors and facilitate access to capital. These amendments mark the culmination of a year-long
- [SEC Adopts Temporary Amendments to Regulation Crowdfunding to Provide Relief to Smaller Companies Affected by COVID-19](https://www.governancecomplianceinsider.com/sec-adopts-temporary-amendments-to-regulation-crowdfunding-to-provide-relief-to-smaller-companies-affected-by-covid-19/) - On May 4, 2020, the SEC announced final rules that provide temporary, conditional relief from certain requirements of Regulation Crowdfunding, relating to the timing of the offering and the availability of financial statements in issuers’ offering materials. This relief was effective immediately and is available to certain issuers that meet the eligibility criteria described below.
- [SEC Releases FAQs Relating to Use of Form S-3 Registration Statement in Light of COVID-19 Order](https://www.governancecomplianceinsider.com/sec-releases-faqs-relating-to-use-of-form-s-3-registration-statement-in-light-of-covid-19-order/) - On May 4, 2020, the SEC issued three FAQs relating to the unique circumstances arising from COVID-19 and the use of Form S-3 registration statement. The SEC’s Division of Corporation Finance is not including them within their Compliance and Disclosure Interpretations since these responses relate to unique circumstances arising from COVID-19. The staff may supplement
- [Washington State to Require Gender Diversity on Public Company Boards or Board Diversity Disclosure](https://www.governancecomplianceinsider.com/washington-state-to-require-gender-diversity-on-public-company-boards-or-board-diversity-disclosure/) - Effective as of June 11, 2020, the Washington State legislature has amended the Washington Business Corporation Act (“WBCA”) to require public companies to either have a gender-diverse board of directors by January 1, 2022 or comply with new board diversity disclosure requirements. A public company will be deemed to have a gender-diverse board of directors
- [SEC Clarifies the Compliance Deadline for New Mining Disclosure Rules](https://www.governancecomplianceinsider.com/sec-clarifies-the-compliance-deadline-for-new-mining-disclosure-rules/) - On April 29, 2020, the SEC issued new Compliance & Disclosure Interpretations (the “New C&DIs”) that clarified the compliance deadline for many mining companies that file with the SEC on non-MJDS forms such as Form 10-K or Form 20-F to comply with the SEC’s new mining disclosure rules in Subpart 1300 of Regulation S-K. The
- [NASDAQ and NYSE Provide Temporary Relief from Certain Continued Listing Requirements](https://www.governancecomplianceinsider.com/nasdaq-and-nyse-provide-temporary-relief-from-certain-continued-listing-requirements/) - In response to the COVID-19 pandemic, NASDAQ and NYSE are providing temporary relief from certain continued listing standards. As of now, NYSE American has not provided similar relief from its continued listing standards as a result of COVID-19. Specifically, NASDAQ is providing relief from the continued listing bid price ($1.00) and market value of publicly
- [Some Thoughts on Preparing Forward-Looking Statements During the COVID-19 Pandemic](https://www.governancecomplianceinsider.com/some-thoughts-on-preparing-forward-looking-statements-during-the-covid-10-pandemic/) - In light of the COVID-19 pandemic, SEC Chair Clayton and Director William Hinman have issued a joint statement urging public companies to provide as much information as is practicable regarding their current financial and operating status, as well as their future operational and financial planning, in upcoming earnings releases and analyst and investor calls. The
- [SEC Expects that Upcoming Earnings Reports and Related Investor and Analyst Calls Will Not be Routine, Should Be Forward-Looking](https://www.governancecomplianceinsider.com/sec-expects-that-upcoming-earnings-reports-and-related-investor-and-analyst-calls-will-not-be-routine-should-be-forward-looking/) - In light of the COVID-19 pandemic, SEC Chair Clayton and Director William Hinman have issued a joint statement urging public companies to provide as much information as is practicable regarding their current financial and operating status, as well as their future operational and financial planning, in upcoming earnings releases and analyst and investor calls. Specifically:
- [SEC Updates Guidance on Shareholder Meetings Affected by COVID-19](https://www.governancecomplianceinsider.com/sec-updates-guidance-on-shareholder-meetings-affected-by-covid-19/) - On April 7, 2020, the SEC updated its prior guidance for conducting shareholder meetings in light of COVID-19 concerns to address delays in printing and mailing of proxy materials and clarify that its guidance applies for special meetings of shareholders, as well as annual meetings. Previously, the SEC had advised issuers of its view that
- [SEC Chairman Issues Public Statement Encouraging Public Companies to Make Prompt COVID-19 Disclosure; No Action on Certain Proposed Rule Making until May 1](https://www.governancecomplianceinsider.com/sec-chairman-issues-public-statement-encouraging-public-companies-to-make-prompt-covid-19-disclosure-no-action-on-certain-proposed-rule-making-until-may-1/) - On April 2, 2020, SEC Chairman John Clayton, issued a public statement amid the ongoing COVID-19 pandemic. In the statement, Chairman Clayton stated that the Commission and its staff remain focused on protecting the interests of Main Street investors who are “the lens through which” the Commission evaluates if it is effectively advancing its mission
- [SEC Extends Filing Relief for Companies Affected by COVID-19](https://www.governancecomplianceinsider.com/sec-extends-filing-relief-for-companies-affected-by-coronavirus/) - The Securities and Exchange Commission has extended an earlier order, so that subject to certain conditions that we reported on here, public companies may have an additional 45 days from the original due date to file their Exchange Act reports that are otherwise due between March 1 and July 1, 2020. Companies relying on this
- [SEC Issues Guidance on COVID-19 Disclosures and Other Matters](https://www.governancecomplianceinsider.com/sec-issues-guidance-on-covid-19-disclsoures-and-other-matters/) - On March 25, the SEC issued CF Disclosure Guidance Topic No. 9 that provides the Division of Corporation Finance’s current views regarding disclosure and other securities law obligations that companies should consider with respect to COVID-19 and related business and market disruptions. In the guidance, the SEC recognizes that it may be difficult to assess
- [SEC Staff Offers Relief From Manual Signature Requirements Amid Coronavirus Concerns](https://www.governancecomplianceinsider.com/sec-staff-offers-relief-from-manual-signature-requirements-amid-coronavirus-concerns/) - As more annual meetings may be held virtually this year, and many board meetings are being held telephonically due to social distancing or travel restrictions caused by COVID-19, working remotely has created a number of logistical challenges for companies, including the gathering of manually executed signature pages for electronic filings with the SEC. The Staff
- [Federal Reserve Announces Sweeping Actions](https://www.governancecomplianceinsider.com/federal-reserve-announces-sweeping-actions/) - Prior to the open of markets in the U.S. on March 23, the Federal Reserve announced that it is committed to using its full range of tools to address the coronavirus pandemic. The steps announced by the Federal Reserve are described in this eUpdate.
- [Hyperlinks Proposed for SEC Filings](https://www.governancecomplianceinsider.com/hyperlinks-proposed-for-sec-filings/) - On August 31, 2016, as part of the SEC’s continued Disclosure Effectiveness Initiative, the SEC proposed amendments that would require the inclusion of hyperlinks to exhibits to most registration statements and periodic and current reports. The proposed rules would also require these filings to be in HTML format. Read more in our full summary here:
- [Guidance Provided by SEC on Abbreviated Debt Tender Offers](https://www.governancecomplianceinsider.com/guidance-provided-by-sec-on-abbreviated-debt-tender-offers/) - On November 18, 2016, the SEC’s Division of Corporation Finance issued a set of compliance and disclosure interpretations (“C&DIs”) pertaining to abbreviated debt tender offers, which were the subject of an SEC no-action letter in early 2015. The new C&DIs offer important clarifications regarding abbreviated debt tender offers and the previous no-action letter guidance. Read
- [SEC Adopts Use of Exhibit Hyperlinks in Filings](https://www.governancecomplianceinsider.com/sec-adopts-use-of-exhibit-hyperlinks-in-filings/) - We reported in September 2016 on proposed Securities and Exchange Commission rules requiring the use of hyperlinks to exhibits in most registration statements and periodic and current reports. On March 1, 2017, the SEC adopted final rules, largely in line with the proposed rules, amending Item 601 of Regulation S-K and Rules 102 and 105 of Regulation S-T.
- [All Issuers Eligible to Confidentially Submit Draft IPO Registration Statements](https://www.governancecomplianceinsider.com/all-issuers-eligible-to-confidentially-submit-draft-ipo-registration-statements/) - One of the more utilized provisions of the Jumpstart Our Business Startups Act (JOBS Act) has been the confidential submission of IPO registration statements by Emerging Growth Companies (EGCs) to the Securities and Exchange Commission. The nonpublic nature of the SEC review process has allowed EGCs to submit IPO registration statements and respond to SEC
- [SEC Takes Targeted Action to Assist Funds and Advisers, Permits Virtual Board Meetings and Provides Conditional Relief from Certain Filing Procedures](https://www.governancecomplianceinsider.com/sec-takes-targeted-action-to-assist-funds-and-advisers-permits-virtual-board-meetings-and-provides-conditional-relief-from-certain-filing-procedures/) - On March 13, 2020, the Securities and Exchange Commission (SEC), indicating that it is closely monitoring the impact of coronavirus on investors, funds and advisers, announced regulatory relief for funds and investment advisers whose operations may be affected by the coronavirus. The relief covers in-person board meetings and certain filing and delivery requirements for investment
- [New SEC Proposed Amendments Seek to Improve and Harmonize Private Offering Exemptions](https://www.governancecomplianceinsider.com/new-sec-proposed-amendments-seek-to-improve-and-harmonize-private-offering-exemptions/) - On March 4, 2020, the Securities and Exchange Commission (the “Commission”) proposed amendments to the private offering exemptive framework under the Securities Act of 1933, as amended (the “Securities Act”) to “simplify, harmonize, and improve certain aspects of the framework” with the goal of promoting capital formation while maintaining investor protections. The current private offering
- [SEC Amends Definition of Accelerated and Large Accelerated Filer](https://www.governancecomplianceinsider.com/sec-amends-definition-of-accelerated-and-large-accelerated-filer/) - On March 12, 2020, the Securities and Exchange Commission (the “Commission”) adopted amendments to the “accelerated filer” and “large accelerated filer” definitions in the Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The amendments would exclude from the definition of “accelerated filer” and “large accelerated filer” issuers that are
- [Impact of COVID-19: SEC Issues Guidance on Conduct of Annual Meetings](https://www.governancecomplianceinsider.com/impact-of-covid-19-sec-issues-guidance-on-conduct-of-annual-meetings/) - I live and work in the Seattle area. As a result of COVID-19, school districts are now closed for 6 weeks, Seattle public libraries are closed for a month, a number of restaurants have closed for the time being and my beloved Mariners’ baseball season has been postponed (along with most other sporting events). As
- [SEC Seeks to Encourage Registered Debt Offerings by Amending Financial Statement Requirements](https://www.governancecomplianceinsider.com/sec-seeks-to-encourage-registered-debt-offerings-by-amending-financial-statement-requirements/) - On March 2, the Securities and Exchange Commission adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, such as subsidiary guarantees. The final amendments amend Rule 3-10 of Regulation S-X and partially relocate its provisions to new Rule 13-01 and completely relocate Rule 3-16 into new Rule 13-02
- [SEC Provides Filing Relief for Companies Affected by Coronavirus](https://www.governancecomplianceinsider.com/sec-provides-filing-relief-for-companies-affected-by-coronavirus/) - The Securities and Exchange Commission issued an order today providing filing relief for companies that are affected by the coronavirus. In the order, the Commission notes that disruptions to transportation, and limited access to facilities, support staff, and professional advisors as a result of COVID-19, could hamper the efforts of public companies and other persons
- [SEC Reminds Companies of Disclosure Obligations Relating to Coronavirus](https://www.governancecomplianceinsider.com/sec-reminds-companies-of-disclosure-obligations-relating-to-coronavirus/) - In connection with the order issued by the Securities and Exchange Commission yesterday providing filing relief for companies that are affected by the coronavirus, the Commission reminded all companies to be vigilant regarding their disclosure obligations related to the evolving coronavirus scenario. A company’s assessment of, and plans for addressing, material risks to its business
- [SEC Provides Guidance on the Use of Metrics in MD&A; Also Proposes Amendments to Simplify and Modernize MD&A and Related Financial Disclosures](https://www.governancecomplianceinsider.com/sec-provides-guidance-on-the-use-of-metrics-in-mda-also-proposes-amendments-to-simplify-and-modernize-mda-and-related-financial-disclosures/) - On January 30, 2020, the SEC issued new guidance to companies that use key performance indicators and metrics in their MD&A. Concurrently, the SEC also proposed amendments that would significantly simplify and modernize the requirements for a company’s MD&A and related financial disclosures. New MD&A Guidance The SEC’s new guidance is effective immediately, and applies
- [House Overwhelmingly Passes Bill to Address 8-K Trading Gap](https://www.governancecomplianceinsider.com/house-overwhelmingly-passes-bill-to-address-8-k-trading-gap/) - On January 14, 2020, the U.S. House of Representatives passed HR 4335, the “8-K Trading Gap Act of 2019” (the “Act”) by a bipartisan vote of 384 to 7. The Act is designed to stop company insiders from trading during the 8-K trading gap, as described below. While many companies have insider trading policies in
- [Did You Remember These Developments for the 2020 SEC Reporting Season?](https://www.governancecomplianceinsider.com/did-you-remember-these-developments-for-the-2020-sec-reporting-season/) - Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of preparing these filings and you can find them here. For additional background, please contact us for materials from our presentation,
- [SEC Proposes Resource Extraction Payments Disclosure Rules](https://www.governancecomplianceinsider.com/sec-proposes-resource-extraction-payments-disclosure-rules/) - At the Securities and Exchange Commission’s (the “Commission”) open meeting on December 18, 2019, the Commissioners proposed rules to require resource extraction issuers to file an annual Form SD that includes information about payments related to the commercial development of oil, natural gas, or minerals that are made to a foreign government or to the
- [SEC Proposes Expansion of the Definitions of “Accredited Investor” and “Qualified Institutional Buyer”](https://www.governancecomplianceinsider.com/sec-proposes-expansion-of-the-definitions-of-accredited-investor-and-qualified-institutional-buyer/) - At the Securities and Exchange Commission’s (the “Commission”) open meeting on December 18, 2019, the Commissioners approved proposed amendments to the definition of “accredited investor” under Regulation D under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and the definition of a “qualified institutional buyer” in Rule 144A under the
- [SEC Adopts Proposed Rules for Procedural Requirements and Resubmission Thresholds for Shareholder Proposals and Exemptions from Proxy Rules for Proxy Voting Advisors](https://www.governancecomplianceinsider.com/sec-adopts-proposed-rules-for-procedural-requirements-and-resubmission-thresholds-for-shareholder-proposals-and-exemptions-from-proxy-rules-for-proxy-voting-advisors/) - At the SEC's open meeting yesterday (November 5, 2019), the Commissioners approved two new proposed rules in their ongoing efforts to modernize proxy solicitation and shareholder proxy access, as follows: (1) amendments to certain procedural requirements, including ownership requirements, documentation requirements, meetings to discuss proposals and limitations on the number of proposals submitted, and resubmission
- [SEC Will Adjust 8-K Receipt Dates Based on EDGAR Technical Difficulties](https://www.governancecomplianceinsider.com/sec-will-adjust-8-k-receipt-dates-based-on-edgar-technical-difficulties/) - The SEC posted a notice yesterday addressing EDGAR technical difficulties which may impact filers’ ability to make timely submissions. For those issuers who, due to technical difficulties, are unable to furnish or file earnings information on Form 8-K within 48 hours before the earnings conference call, the staff will adjust the receipt date of
- [SEC to Discuss Proxy Adviser Regulation and Resubmission Thresholds for Shareholder Proposals at November 5, 2019 Open Meeting](https://www.governancecomplianceinsider.com/sec-to-discuss-proxy-adviser-regulation-and-resubmission-thresholds-for-shareholder-proposals-at-november-5-2019-open-meeting/) - Yesterday the SEC announced the agenda for its upcoming open meeting to be held on Tuesday, November 5 at 10:00 a.m. EST. All SEC open meetings are webcast and a hyperlink to the webcast will be posted to www.sec.gov shortly before the start of a meeting. The SEC has indicated that the agenda, in part, will
- [SEC Proposes to Automate Filing Fee Calculations](https://www.governancecomplianceinsider.com/sec-proposes-to-automate-filing-fee-calculations/) - The SEC has proposed rule amendments to automate filing fee calculations and payment processing. If the rules are adopted, filing fees would be paid via Automated Clearing House (ACH) and would no longer be payable via checks and money order. Each fee table and the accompanying notes would include all information required for the fee
- [Retrospective Changes to Financials?  Consider the Periods Covered in the MD&A](https://www.governancecomplianceinsider.com/retrospective-changes-to-financials-consider-the-periods-covered-in-the-mda/) - For SEC reporting companies providing financial statements covering three years in a filing, discussion about the earliest of the three years may be omitted from the MD&A if such discussion was already included in the company's prior filings on EDGAR, provided that the company provides a statement that identifies the location in the prior filing
- [SEC Adopts New Rule to Allow All Issuers to “Test-the-Waters”](https://www.governancecomplianceinsider.com/sec-adopts-new-rule-to-allow-all-issuers-to-test-the-waters/) - In connection with its efforts to modernize the regulatory framework, the SEC announced a new rule that provides all issuers with the flexibility provided by the JOBS Act to use "test-the-waters" communications with institutional investors about potential IPOs and other registered offering to better gauge market interest. Previously, test-the-waters communications were only available to emerging
- [Observations and Recommendations on the SEC’s Recent Process Changes for Excluding Shareholder Proposals](https://www.governancecomplianceinsider.com/observations-and-recommendations-on-the-secs-recent-process-changes-for-excluding-shareholder-proposals/) - Overview Earlier this month, the SEC's Division of Corporation Finance announced that its staff may respond orally instead of in writing to some shareholder proposal no-action requests, beginning with the 2019-2020 proxy season. Furthermore, the staff may now more frequently decline to state a view on the no-action request, whereas in the past, it had
- [SEC Charges TherapeuticsMD with Regulation FD Violations](https://www.governancecomplianceinsider.com/sec-charges-therapeuticsmd-with-regulation-fd-violations/) - Last week, the SEC issued a reminder that Regulation FD remains a vital element of the federal securities regulations. In the first enforcement action regarding Regulation FD since 2013, the SEC charged TherapeuticsMD Inc., a pharmaceutical company, with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts without
- [Impact of “Test-the-Waters” Reform Debated](https://www.governancecomplianceinsider.com/impact-of-test-the-waters-reform-debated/) - As we previously noted, in February, the SEC proposed expanding its “test-the-waters” accommodation from emerging growth companies (EGCs) only to all issuers via a new Rule 163B and related amendments. This accommodation would enable all issuers to engage in “test-the-waters” communications with certain institutional investors regarding a contemplated registered securities offering prior to, or following
- [SEC Expands on "Smaller Reporting Companies" Eligible for Scaled Disclosure](https://www.governancecomplianceinsider.com/sec-expands-on-smaller-reporting-companies-eligible-for-scaled-disclosure/) - The SEC announced that it has voted to amend the definition of "smaller reporting company," or "SRC," expanding the population of companies that qualify for a range of scaled (reduced) disclosure requirements. The rules will become effective 60 days after publication in the Federal Register. Examples of scaled disclosure include that SRCs, in their annual
- [SEC Proposes to Revise the Accelerated and Large Accelerated Filer Definitions](https://www.governancecomplianceinsider.com/sec-proposes-to-revise-the-accelerated-and-large-accelerated-filer-definitions/) - The SEC proposed amendments that would revise the definitions of “accelerated filer” and “large accelerated filer.” These proposed revisions follow amendments adopted by the SEC on June 28, 2018, that expanded the smaller reporting company (SRC) definition and so brought some issuers under both the definitions of an accelerated filer and an SRC. As a
- [2019 Proxy Season Update: Shareholder Proposal Trends](https://www.governancecomplianceinsider.com/2019-proxy-season-update-shareholder-proposal-trends/) - In the United States, the process by which shareholders submit proposals to be voted on at a company’s annual meeting has long been a mechanism used to promote often obscure special interests and social issues. In recent years, however, as environmental, social and governance (ESG) topics have become more mainstream, the market has seen a
- [What the LIBOR Phase-out Means for Debt Capital Market Participants](https://www.governancecomplianceinsider.com/what-the-libor-phase-out-means-for-debt-capital-market-participants/) - The London Interbank Overnight Rate (“LIBOR”) is an interest rate calculation that is used globally for purposes of debt capital market transactions including bond issuances, loans, and derivatives. In particular, LIBOR underpins many Floating Rate Notes (“FRNs”), which use the rate as a reference for purposes of calculating coupon. The intention is that LIBOR reflects
- [Recent Dorsey eUpdate: New Streamlined Procedure for Extension of Confidential Treatment](https://www.governancecomplianceinsider.com/recent-dorsey-eupdate-new-streamlined-procedure-for-extension-of-confidential-treatment/) - Public companies that have previously obtained a confidential treatment order from the Staff of the Securities and Exchange Commission for a material contract filed as an exhibit under the periodic reporting requirements of the Securities Exchange Act of 1934 must continue to file extension applications if they want to protect the confidential information from public
- [Recent Dorsey eUpdate: Summary of SEC's FAST Act Amendments and Additional Guidance on Confidential Treatment Requests](https://www.governancecomplianceinsider.com/recent-dorsey-eupdate-summary-of-secs-fast-act-amendments-and-additional-guidance-on-confidential-treatment-requests/) - The SEC recently finalized amendments to its regulations to modernize and simplify disclosure requirements for public companies, investment advisors and investment companies, consistent with the Commission’s mandate under the Fixing America’s Surface Transportation (FAST) Act. The SEC subsequently released an additional announcement on the amendments to the confidential treatment request requirements. More information on the
- [Johnson & Johnson May Exclude Shareholder Proposal for Binding Arbitration on Securities Claims](https://www.governancecomplianceinsider.com/johnson-johnson-may-exclude-shareholder-proposal-for-binding-arbitration-on-securities-claims/) - On February 11, 2019, the Staff of the Division of Corporation Finance granted no-action relief permitting Johnson & Johnson to omit a shareholder proposal from its proxy statement. The shareholder proposal requested mandatory arbitration of shareholder claims arising under the federal securities laws. The Staff relied on Rule 14a-8(i)(2), which permits exclusion of a proposal
- [SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers](https://www.governancecomplianceinsider.com/sec-proposes-to-expand-test-the-waters-modernization-reform-to-all-issuers/) - The SEC proposed a new rule and related amendments that would expand the "test-the-waters" accommodation—currently available to emerging growth companies—to all issuers, including investment company issuers. Proposed Securities Act Rule 163B, if adopted, would significantly enhance an issuer’s ability to cost-effectively assess the demand for and valuation of its securities, and also provide insights into the
- [Upcoming Webinar on the SEC’s New Mining Disclosure Rules - 2/26](https://www.governancecomplianceinsider.com/upcoming-webinar-on-the-secs-new-mining-disclosure-rules-2-26/) - You are invited to join us on February 26, 2019, at 11 am PT/2 pm ET, for a webinar discussing the SEC’s new mining disclosure rules. On October 31, 2018, the SEC adopted final rules effecting a complete overhaul of the technical disclosure requirements applicable to companies engaged in material mining operations, including royalties. Upon
- [When It Comes to Self-Identified Diversity: Trust But Verify](https://www.governancecomplianceinsider.com/corp-fin-issues-new-guidance-on-director-diversity-disclosure/) - On February 6, 2019, the SEC's Division of Corporation Finance released Compliance and Disclosure Interpretations (identical Questions 116.11 and 133.13) advising companies on how they should disclose directors' self-identified specific diversity characteristics (such as race, gender, ethnicity, religion, nationality, disability, sexual orientation or cultural background) in proxy statements. In brief, Corp Fin would expect the
- [Did you catch these developments for the 2019 proxy statement and Form 10-K?](https://www.governancecomplianceinsider.com/did-you-catch-these-developments-for-the-2019-proxy-statement-and-form-10-k/) - The 10-K and proxy season begins in a little over a month for companies with calendar fiscal year-ends. The following governance and disclosure developments should be considered in the course of preparing these filings. For additional background, see our presentation and supplemental materials for Preparing for the 2019 SEC Reporting Season. Proxy Statement Impact of the
- [SEC Updates FAQs Regarding the Ongoing Government Shutdown](https://www.governancecomplianceinsider.com/sec-updates-faqs-regarding-the-ongoing-government-shutdown/) - On January 10, 2019, the Division of Corporation Finance of the Securities and Exchange Commission updated its Frequently Asked Questions (FAQs) about how to handle certain filing matters during the U.S. government shutdown, which is now entering its fourth week. (See, sec.gov/page/corpfin-section-landing.) The staff revised questions 4 and 5 and added new questions 6 and 9.
- [SEC Fines ADT Inc. $100k for Non-GAAP Disclosure in Earnings Releases](https://www.governancecomplianceinsider.com/sec-fines-adt-inc-100k-for-non-gaap-disclosure-in-earnings-releases/) - On December 26, 2018, the SEC filed a cease-and-desist order and fined ADT Inc. (“ADT”) $100,000 for its use of non-GAAP financial measures without giving equal or greater prominence to the comparable GAAP financial measures. The order serves as a reminder of the importance of the SEC’s “equal or greater prominence” rule when disclosing non-GAAP
- [SEC Requests Comments on Earnings Releases and Quarterly Reporting](https://www.governancecomplianceinsider.com/sec-requests-comments-on-earnings-releases-and-quarterly-reporting/) - The SEC issued a request for comment on the nature and timing of disclosures that reporting companies must provide in quarterly reports on Form 10-Q, including when the requirements overlap with earnings releases furnished on Form 8-K. Comments will be due within 90 days of publication of this request in the Federal register. Comments may
- [U.S. Government Shutdown Impacts SEC Operations, EDGAR and Other Filings, Enforcement and Regulatory Activities](https://www.governancecomplianceinsider.com/u-s-government-shutdown-impacts-sec-operations-edgar-and-other-filings-enforcement-and-regulatory-activities/) - In response to the U.S. government shutdown that began on December 22, 2018, the U.S. Securities and Exchange Commission and its Divisions of Corporation Finance and Investment Management published public guidance regarding the impacts on their operations. Although electronic filings will continue to be accepted in many cases, as described below, nearly all SEC operations,
- [ISS Updates FAQs on US Compensation Policies](https://www.governancecomplianceinsider.com/iss-updates-faqs-on-us-compensation-policies/) - ISS released its annual update of frequently asked questions on its US Compensation Policies on December 20, 2018 (preliminary updates had been released in November). The updates are effective for shareholder meetings occurring on or after February 1, 2019. There are nine new or materially updated questions, which are summarized below: #19 Will any of
- [SEC Adopts Hedging Disclosure Rules](https://www.governancecomplianceinsider.com/sec-adopts-hedging-disclosure-rules/) - The SEC adopted new rules today that will require disclosure of a company’s hedging policies in proxy statements or information statements relating to the election of directors. The new rules are set forth in new Item 407(i) of Regulation S-K and require a company to describe any practices or policies it has adopted regarding the
- [ISS Provides 2019 Voting Policy Updates](https://www.governancecomplianceinsider.com/iss-provides-2019-voting-policy-updates/) - ISS recently announced the 2019 updates to its proxy voting policies, which can be found here and which will be applied to annual meetings held on or after February 1, 2019. Among the various updates provided by ISS, the following policies are particularly relevant for our clients, because they expand the circumstances in which ISS
- [Effective Date for Disclosure Simplification](https://www.governancecomplianceinsider.com/effective-date-for-disclosure-simplification/) - On August 17th, the SEC adopted amendments updating and simplifying disclosure rules. See our prior summaries here and here. The rules have finally been posted today in the Federal Register, which makes them effective November 5, 2018. Among the amendments is the extension of a previously annual requirement to interim periods, to present a
- [SEC Clarifies Effective Date for Disclosure Simplification Rules](https://www.governancecomplianceinsider.com/sec-clarifies-effective-date-for-disclosure-simplification-rules/) - In August, the SEC adopted amendments updating and simplifying disclosure rules. See our prior summary here. Notable amendments included: the extension of a previously annual requirement to interim periods, to present a statement of changes in shareholders' equity and to disclose the amount of dividends per share for each class of shares (vs common shares
- [SEC Withdraws No Action Letters on Proxy Advisory Firms](https://www.governancecomplianceinsider.com/sec-withdraws-no-action-letters-on-proxy-advisory-firms/) - In order to facilitate discussion on the role of proxy advisory firms at the upcoming Roundtable on the Proxy Process, which is scheduled for November 2018, the SEC staff has determined to withdraw two no action letters that provided comfort to investment advisers in relying on proxy advisory firm recommendations: In Egan-Jones Proxy Services (May 27,
- [Marijuana Investments and Fraud Featured in SEC Investor Alert](https://www.governancecomplianceinsider.com/marijuana-investments-and-fraud-featured-in-sec-investor-alert/) - The marijuana industry is attracting considerable interest from investors, and unfortunately, scam artists trying to take advantage of those investors. In response to these concerns, on September 5, 2018, the Securities and Exchange Commission’s Office of Investor Education and Advocacy (OIEA) and Retail Strategy Task Force issued an alert to investors warning them about investment
- [New SEC Rules Eliminates Duplicative, Overlapping, Outdated Disclosure Requirements](https://www.governancecomplianceinsider.com/new-sec-rules-eliminates-duplicative-overlapping-outdated-disclosure-requirements/) - The Securities and Exchange Commission (SEC) announced last Friday that it has adopted amendments to certain disclosure requirements that have become duplicative, overlapping, or outdated in light of other Commission disclosure requirements, US Generally Accepted Accounting Principles (GAAP), or changes in the information environment. These amendments were originally proposed in 2016, in order to implement
- [SEC Issues $1.75 Million Penalty Over Perks Disclosures](https://www.governancecomplianceinsider.com/sec-issues-1-75-million-penalty-over-perks-disclosures/) - A recent SEC consent order against The Dow Chemical Company reminds companies that when evaluating whether or not to disclose a payment or benefit to an executive as a perk in a proxy statement, the fact that the item has a tangential business purpose, or is convenient for the company, is insufficient grounds to exclude the
- [SEC Approves Series of Final and Proposed Rules in Line with Stated Priorities](https://www.governancecomplianceinsider.com/sec-approves-series-of-final-and-proposed-rules-in-line-with-stated-priorities/) - The SEC held a very busy open meeting yesterday, voting on the following final and proposed rules: Adoption of amendments to modernize the definition of “smaller reporting company,” which was established in 2008. See our previous discussion of the amendments. Adoption of amendments to require the use of the Inline XBRL format in certain
- [SEC Guidance on Cybersecurity Disclosure and Policies - Recap of Dorsey Webinar Presentation](https://www.governancecomplianceinsider.com/webinar-recap-sec-guidance-on-cybersecurity-disclosure-and-policies/) - Earlier this week, Dorsey hosted a webinar panel presentation on the SEC’s recent guidance on cybersecurity disclosures and policies. The webinar provided a detailed walk-through of the SEC’s guidance, including issues related to enhanced disclosure, insider trading, and Reg FD policies. The panel also discussed the impact of the SEC’s guidance within the changing landscape of
- [Ninth Circuit Rejects Decisions of Five Other Circuits: Exchange Act Section 14(e) Does Not Require Scienter](https://www.governancecomplianceinsider.com/ninth-circuit-rejects-decisions-of-five-other-circuits-exchange-act-section-14e-does-not-require-scienter/) - Scienter has been a critical element of a claim based on Exchange Act Section 10(b) in an SEC enforcement action since the Supreme Court’s decision in Aaron v. SEC, 446 U.S. 680 (1980). It has also been a key element in private damage actions based on the cause of action implied under Section 10(b) and
- [Recent Developments in Auditor Tenure and Independence](https://www.governancecomplianceinsider.com/recent-developments-in-auditor-tenure-and-independence/) - Last month, over 35% of General Electric Co.’s shareholders voted against ratification of KPMG LLC as GE’s auditor. This high level of opposition (for some context, last year’s votes against KPMG were at a mere 5.7%) comes in the wake of GE’s recent accounting issues and criticism from proxy-advisory firms. More specifically, the SEC is
- [Smaller Issuer Relief in the Financial CHOICE Act](https://www.governancecomplianceinsider.com/smaller-issuer-relief-in-the-financial-choice-act/) - As noted in the earlier post, the House passed the Financial CHOICE Act yesterday. While the headline-grabbing aspects of the Financial CHOICE Act relate to a repeal of the Volcker Rule and reducing the authority of the Consumer Financial Protection Bureau, there are some other interesting tidbits relating to public company disclosure, including two that
- [Failure to Disclose Leads to $35 Million Penalty in the Yahoo! Cybersecurity Breach](https://www.governancecomplianceinsider.com/failure-to-disclose-leads-to-35-million-penalty-in-the-yahoo-cybersecurity-breach/) - The Securities and Exchange Commission (the "SEC") announced Tuesday that Altaba, the entity formerly known as Yahoo! Inc., has agreed to pay a $35 million penalty to settle charges that it misled investors by failing to disclose one of the world’s largest data breaches in which hackers stole personal data relating to hundreds of millions
- [Disclosure Implications of the Tax Cuts and Jobs Act](https://www.governancecomplianceinsider.com/disclosure-implications-of-the-tax-cuts-and-jobs-act/) - As companies prepare their Form 10-K and proxy statement disclosures, they will be challenged with disclosing the impact of the Tax Cuts and Jobs Act on performance results for the purposes of financial reporting as well as for compensation measurement. Here is a short list of issues to be aware of. Form 10-K Disclosure Implications
- [SEC Staff provides Guidance for Public Companies on Tax Cuts and Jobs Act](https://www.governancecomplianceinsider.com/sec-staff-provides-guidance-for-public-companies-on-tax-cuts-and-jobs-act/) - On December 22, 2017, the Securities and Exchange Commission announced publication of staff guidance for issuers, auditors, and others to ensure timely public disclosures of the accounting impacts of the Tax Cuts and Jobs Act (the “TCJA”), which was enacted on December 22, 2017. Specifically, the staff of the Office of the Chief Accountant and
- [Discretionary Equity Awards to Directors Subject to “Entire Fairness” Standard of Review](https://www.governancecomplianceinsider.com/discretionary-equity-awards-to-directors-subject-to-entire-fairness-standard-of-review/) - Human nature being what it is, the law, in its wisdom, does not presume that directors will be competent judges of the fair treatment of their company where fairness must be at their own personal expense.[1] According to the Delaware Supreme Court in In re Investors Bancorp, Inc. Stockholder Litigation, when equity awards are granted
- [Upcoming CLE Seminar: Preparing for the 2018 Proxy Season](https://www.governancecomplianceinsider.com/upcoming-cle-seminar-preparing-for-the-2018-proxy-season/) - On Tuesday, December 12, Dorsey will present our annual review of developments and disclosure requirements for the upcoming proxy season, including practical advice on how to prepare your proxy statement and annual report in 2018. Click here for more information or to register to attend in-person or via webinar: https://sites-dorsey.vuture.net/76/665/november-2017/12-12-preparing-for-the-2018-proxy-season(2).asp.
- [Do You Need a Risk Factor for Proposed U.S. Federal Income Tax Reform?](https://www.governancecomplianceinsider.com/do-you-need-a-risk-factor-for-proposed-u-s-federal-income-tax-reform/) - Tax reform efforts by Congress are ongoing, and the substance of the tax bills remains fluid. However, for foreign corporations with U.S. operations, there are some specific potential risks to consider, such as additional limitations on the deductibility of interest, the migration from a “worldwide” system of taxation to a territorial system, and the use
- [Annual Report Reminders for Foreign Private Issuers](https://www.governancecomplianceinsider.com/annual-report-reminders-for-foreign-private-issuers/) - There are a couple of recent developments that we would like to remind issuers to keep in mind for their upcoming annual reports. Foreign private issuers who prepare their financial statements in accordance with the International Financial Reporting Standards (“IFRS”) will be required to file their annual audited financial statements in XBRL format in respect
- [CEO Pay Ratio Rule Will Not Be Delayed](https://www.governancecomplianceinsider.com/ceo-pay-ratio-rule-will-not-be-delayed/) - At last Friday's ABA annual meeting, Bill Hinman (with the standard disclaimer that he is speaking for himself and not on behalf of the SEC) confirmed that the SEC will not be delaying implementation of the CEO pay ratio rule, which will require most public companies to report the pay ratio in their 2018 proxy
- [Equifax Data Breach: Preliminary Lessons for the Adoption and Implementation of Insider Trading Policies](https://www.governancecomplianceinsider.com/equifax-data-breach-preliminary-lessons-for-the-adoption-and-implementation-of-insider-trading-policies/) - Insider trading allegations have surfaced at Equifax, a credit rating agency that last week announced a data breach that could potentially affect 143 million consumers in the United States, nearly half of the country’s population. SEC filings show that three Equifax executives sold nearly $2 million in shares of the company’s common stock days after
- [Regulation A+ May Become Available To SEC Reporting Issuers](https://www.governancecomplianceinsider.com/regulation-a-may-become-available-to-sec-reporting-issuers/) - On September 5, 2017, the U.S. House of Representatives overwhelmingly passed (by a vote of 403-3) the Improving Access to Capital Act. The Act directs the SEC to amend Regulation A+ to allow SEC reporting issuers to use Regulation A+ when raising capital, and to deem their SEC periodic reports to satisfy the periodic and
- [The Era of Private Ordering for Corporate Governance](https://www.governancecomplianceinsider.com/the-era-of-private-ordering-for-corporate-governance/) - Following the 2016 election, corporate governance circles have focused intently on what will happen in the nation’s capital with regard to a potential roll back of the current regulatory regime. While attention given to Congress and the SEC for the possible direction of corporate governance is not misplaced, future changes in this arena will most
- [NYSE Rule Change Requires Ten Minutes Advance Notice of Public Announcement of Dividends or Stock Distributions](https://www.governancecomplianceinsider.com/nyse-rule-change-requires-ten-minutes-advance-notice-of-public-announcement-of-dividends-or-stock-distributions/) - On August 14, 2017, the SEC approved an NYSE rule change that requires listed companies to give notice to the NYSE at least 10 minutes before any public announcement of dividends or stock distributions, even if such announcements occur outside the hours of the Exchange’s current immediate release policy. The rule change was effective immediately.
- [Vanguard Shareholder Climate Change Proposal Withdrawn](https://www.governancecomplianceinsider.com/vanguard-shareholder-climate-change-proposal-withdrawn/) - As previously reported on this blog, Vanguard received a shareholder proposal requesting additional disclosure on its climate change voting record, and the proposal was scheduled to appear on the agenda for Vanguard's 2017 annual meeting. Today, Vanguard announced that it had negotiated the proposal's withdrawal. Glenn Booraem, the Vanguard Funds’ Investment Stewardship Officer, commented:
- [Investors' Climate Change Voting Records Face Scrutiny](https://www.governancecomplianceinsider.com/investors-climate-change-voting-records-face-scrutiny/) - Companies who engage with their large institutional shareholders on environmental and social issues during the 2018 proxy season should keep in mind that these investors are facing pressure from other investors on their voting policies. Large institutional investors are receiving shareholder proposals from a coalition of smaller investors, urging them to take a more engaged
- [SEC Warns That ICOs and Other Internet Token Sales May Be Securities Offerings Subject to Federal Securities Laws](https://www.governancecomplianceinsider.com/sec-warns-that-icos-and-other-internet-token-sales-may-be-securities-offerings-subject-to-federal-securities-laws/) - On Tuesday, July 25, as many practitioners probably expected, the SEC issued a warning that offers and sales of digital assets (virtual coins or tokens) by organizations using blockchain or distributed ledger technology (often referred to, among other things, as Initial Coin Offerings (“ICOs”) or Token Sales) are subject to the requirements of the federal
- [SEC Updates Regulatory Flex Agenda, Tables Dodd-Frank Rules on Executive Compensation Disclosure](https://www.governancecomplianceinsider.com/sec-updates-regulatory-flex-agenda-tables-dodd-frank-rules-on-executive-compensation-disclosure/) - The SEC's semi-annual update of its rulemaking docket was released on July 20. Overall, the SEC has cut its rulemaking agenda by about half under the Trump administration. A number of long-anticipated Dodd-Frank rulemakings on executive compensation disclosure are missing from the docket: Pay Versus Performance Listing Standards for Recovery of Erroneously Awarded Compensation (Clawbacks) Disclosure
- [Stock Transfer Restrictions Should Be Conspicuously Noted, Delaware Chancery Court Opinion Reminds Issuers](https://www.governancecomplianceinsider.com/stock-transfer-restrictions-should-be-conspicuously-noted-delaware-chancery-court-opinion-reminds-issuers/) - In Henry v. Phixios Holdings, Inc., C.A. No. 12504-VCMR,the Delaware Court of Chancery held that pursuant to Section 202 of the General Corporation Law, in order for a stockholder to be bound by stock transfer restrictions that are not “noted conspicuously on the certificate or certificates representing the security,” he must have actual knowledge of
- [ISS Peer Group Submission Window Closes This Friday, for Companies with Fall/Winter Meetings](https://www.governancecomplianceinsider.com/iss-peer-group-submission-window-closes-this-friday-for-companies-with-fallwinter-meetings/) - For U.S. and Canadian companies with annual meetings to be held between September 16, 2017, and January 31, 2018, the window for alerting Institutional Shareholder Services (ISS) about changes to self-selected peer groups used for executive compensation benchmarking closes this Friday, July 21st, at 8:00 pm EDT. Information on self-selected peer groups may influence ISS
- [SEC Commissioner Addresses Prospects for CEO Pay Ratio](https://www.governancecomplianceinsider.com/sec-commissioner-addresses-prospects-for-ceo-pay-ratio/) - This week, during his opening remarks at the 2017 National Conference of the Society for Corporate Governance, SEC Commissioner Michael Piwowar remarked on prospects for repealing or delaying the CEO pay ratio rule. Under the rule, most public companies must disclose the median of the annual total compensation of all employees (including non-U.S., part-time, temporary
- [Proxy Access “Fix-It” Proposals Fizzle](https://www.governancecomplianceinsider.com/proxy-access-fix-it-proposals-fizzle/) - As the 2017 proxy season winds down, one clear take-away is that shareholder proposals attempting to modify the terms of previously adopted mainstream proxy access bylaws did not fare well. Many of these proposals focused solely on the aggregation limit, seeking to increase the number of shareholders (usually 20) that are required to meet the
- [Say-on-Pay Voting Frequency ― The Financial CHOICE Act Adds Uncertainty to the Process](https://www.governancecomplianceinsider.com/say-on-pay-voting-frequency-―-the-financial-choice-act-adds-uncertainty-to-the-process/) - The House passed the Financial CHOICE Act on Thursday as part of the new administration’s bid to overhaul Dodd-Frank. It is not expected to get through the Senate in its current form, but it does provide an interesting read. While current disclosure requirements have become too lengthy and cumbersome in many respects, the proposed change
- [SEC Charges CEO with Failing to Disclose Perks to Shareholders](https://www.governancecomplianceinsider.com/sec-charges-ceo-with-failing-to-disclose-perks-to-shareholders/) - Companies frequently wrestle with perks in their proxy executive compensation disclosure. Whether an item constitutes a perk often requires judgment based on the facts and circumstances,¹ and disclosure may elicit intense, public scrutiny over what amounts to a relatively small percentage of an executive’s total compensation package.² From time to time, the SEC issues a cautionary
- [The House Financial Services Committee to Hold a Hearing on Financial CHOICE Act 2.0 this Wednesday – Here’s a Summary of Governance and Executive Compensation Provisions](https://www.governancecomplianceinsider.com/the-house-financial-services-committee-to-hold-a-hearing-on-financial-choice-act-2-0-this-wednesday-heres-a-summary-of-governance-and-executive-compensation-provisions/) - While passage in the House seems likely, the Financial Choice Act may undergo significant changes before it may pass in the Senate. Here is a summary of certain governance and executive compensation provisions that are included in the discussion draft: Prohibit Universal Proxy Ballots. Currently, companies are not required to use a universal proxy ballot
- [Unexpected Risks of Early Exercise Incentive Stock Options](https://www.governancecomplianceinsider.com/unexpected-risks-of-early-exercise-incentive-stock-options/) - Companies that permit the grant of early exercise incentive stock options (“ISOs”) do so primarily to limit the impact of the alternative minimum tax (“AMT”). However, due to fairly counterintuitive tax regulations, structuring options in this fashion can expose optionees to negative tax consequences in the event of a disqualifying disposition. Read more about the
- [Compensation to Newsletter Writers Must Be Disclosed](https://www.governancecomplianceinsider.com/compensation-to-newsletter-writers-must-be-disclosed/) - On April 10, 2017, the SEC’s Division of Enforcement brought enforcement actions against 27 individuals and entities behind various alleged stock promotion schemes. These actions arose when public companies, through promoters or communications firms, hired newsletter writers to generate publicity for their securities without publicly disclosing that the writers were being paid. While it is
- [Gender Pay Gap Reporting for Companies with More Than 250 Employees in Great Britain](https://www.governancecomplianceinsider.com/gender-pay-gap-reporting-for-companies-with-more-than-250-employees-in-great-britain/) - Beginning April 2017, companies with 250 or more employees in England, Wales and Scotland on April 5th should be aware of a requirement to begin publishing annually on their own website and on a government website the following four figures: Gender pay gap (mean and median averages) Gender bonus gap (mean and median averages) Proportion
- [SEC Issues Final Rules to Make JOBS Act Inflation Adjustments and Amendments to Forms and Rules to Accommodate Emerging Growth Companies](https://www.governancecomplianceinsider.com/sec-issues-final-rules-to-make-jobs-act-inflation-adjustments-and-amendments-to-forms-and-rules-to-accommodate-emerging-growth-companies/) - On March 31, 2017, the Securities and Exchange Commission (SEC) issued final rules regarding inflation adjustments and other technical amendments under Title I and III of the Jumpstart Our Business Startups (JOBS) Act. Under the inflation adjustments, the SEC adjusted the gross revenue threshold for an issuer to lose its status as an Emerging Growth
- [Disclosure Alert:  Consider Transitional Disclosure on Revenue Recognition Standard](https://www.governancecomplianceinsider.com/disclosure-alert-consider-transitional-disclosure-on-revenue-recognition-standard/) - The staff of the Securities and Exchange Commission (SEC) continues to encourage companies to provide useful disclosure to investors with regard to the new revenue recognition standard that will apply for reporting periods beginning after December 15, 2017. The new standard not only changes the method for measuring revenue and the timing of revenue recognition,
- [The Danger of Paying Finder’s Fees to Unregistered Broker-Dealers](https://www.governancecomplianceinsider.com/the-danger-of-paying-finders-fees-to-unregistered-broker-dealers/) - We get asked from time-to-time whether it is advisable for issuers to pay fees to unregistered “finders” for introducing potential investors in the United States to the issuer in connection with securities offerings. The short answer is “no.” Most finders are engaged by issuers under finder’s, advisory, or other arrangements, which typically require payment of
- [SEC Adopts T+2 Settlement Cycle](https://www.governancecomplianceinsider.com/sec-adopts-t2-settlement-cycle/) - On March 22, 2017, the Securities and Exchange Commission adopted an amendment to Rule 15c6-1(a) to shorten by one business day the standard settlement cycle for most broker-dealer securities transactions. Currently, the standard settlement cycle for these transactions is three business days, known as T+3. The amended rule shortens the settlement cycle to two business
- [Compliance with XBRL for Foreign Private Issuers that Prepare their Financial Statements in Accordance with IFRS Required Beginning with Annual Reports for Fiscal Periods Ending on or after December 15, 2017](https://www.governancecomplianceinsider.com/compliance-with-xbrl-for-foreign-private-issuers-that-prepare-their-financial-statements-in-accordance-with-ifrs-required-beginning-with-annual-reports-for-fiscal-periods-ending-on-or-after-december-1/) - On March 1, 2017, the United States Securities and Exchange Commission (SEC) published the taxonomy for the eXtensible Business Reporting Language (XBRL) for financial statements prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (IFRS). Accordingly, foreign private issuers that prepare their financial statements in accordance with IFRS
- [Senate Banking Committee Focused on Deregulation](https://www.governancecomplianceinsider.com/senate-banking-committee-focused-on-deregulation/) - On March 9, 2017, the Senate Banking Committee passed a series of four bills focused on deregulation, including one that would make it easier for privately held companies to issue stock awards through equity compensation plans. Each of the bills was a bipartisan effort. One bill eases certain restrictions on reporting on exchange traded funds
- [General Counsel Permitted to Use Attorney-Client Privileged Information in Whistleblower Retaliation Case](https://www.governancecomplianceinsider.com/general-counsel-permitted-to-use-attorney-client-privileged-information-in-whistleblower-retaliation-case/) - In a recent case, Wadler v. Bio-Rad Laboratories, Inc. case number 3:15-cv-02356 (2016), the federal court in the Northern District of California ruled that the plaintiff and former general counsel of Bio-Rad Laboratories could use attorney-client privileged information to support his claim of whistleblower retaliation. The court determined that the Sarbanes-Oxley Act’s whistleblower protections preempt
- [A Long and Winding Road Ends for Resource Extraction Disclosure](https://www.governancecomplianceinsider.com/a-long-and-winding-road-ends-for-resource-extraction-disclosure/) - On February 14, 2017, President Trump approved a joint resolution of Congress that disapproves the SEC’s rule requiring specific disclosures by resource extraction issuers, effectively repealing the rule. The rules required resource extraction issuers to disclose payments made to the U.S. federal government or foreign governments, including foreign subnational governments, for the commercial development of
- [Shareholder Proposals Restricting Board/Management Access to Preliminary Voting Results May Be Excluded](https://www.governancecomplianceinsider.com/shareholder-proposals-restricting-boardmanagement-access-to-preliminary-voting-results-may-be-excluded/) - On January 6, 2017, the SEC Staff granted no-action relief that would allow companies to exclude shareholder proposals preventing management or the board from accessing preliminary voting results on uncontested matters prior to the annual meeting, including a running tally of votes for and against, and using that information to solicit votes. See, The Boeing
- [Remember New Item 16 When Filing Your Form 10-K This Year](https://www.governancecomplianceinsider.com/remember-new-item-16-when-filing-your-form-10-k-this-year/) - For public companies whose fiscal year is the calendar year, the 10-K season is quickly approaching. One technical change to Form 10-K this year is the addition of new Item 16 (Form 10-K Summary). As you may recall, the Fixing America's Surface Transportation Act, more commonly known as the FAST Act, which became law in
- [Securities Law Matters to Consider for 2017](https://www.governancecomplianceinsider.com/securities-law-matters-to-consider-for-2017/) - 2016 was a busy year for securities law developments, with the SEC adopting and proposing new rules and issuing significant interpretations that will affect SEC reporting companies in the coming years. We have highlighted a few of these recent developments in this post as companies prepare for the upcoming reporting cycle. With the new incoming
- [ISS Releases New and Updated FAQs on U.S. Equity Compensation Plans](https://www.governancecomplianceinsider.com/iss-releases-new-and-updated-faqs-on-u-s-equity-compensation-plans/) - Last Friday, ISS released new and updated FAQS on U.S. Equity Compensation Plans, as summarized below. These FAQs provide new and updated guidance on ISS’s evaluation of equity compensation plan proposals, including treatment of performance-based awards in burn rate calculations, bundling of plan amendment proposals, updates to ISS’s Equity Plan Scorecard (EPSC) policies, and the
- [SEC Endorses Use of Conditional Offers to Buy Shares in IPOs](https://www.governancecomplianceinsider.com/sec-endorses-use-of-conditional-offers-to-buy-shares-in-ipos/) - The SEC recently issued a no-action letter to Morgan Stanley that will streamline the process for its wealth management clients to participate in IPOs. The SEC said it would not object to Morgan Stanley’s proposed use of conditional offers to buy shares (“COBs”) prior to the effectiveness of IPO registration statements under specific conditions. The
- [Recent Developments in Proxy Access](https://www.governancecomplianceinsider.com/recent-developments-in-proxy-access/) - As the 2017 proxy season begins to unfold, proxy access continues to be a focus of shareholder proposals. Last year, companies that had already adopted mainstream proxy access bylaws, or that were planning to put mainstream proxy access bylaws up for a shareholder vote, were largely successful in being able to exclude shareholder proposals to
- [Do Your Confidentiality Clauses Expressly Allow Whistleblowing?](https://www.governancecomplianceinsider.com/do-your-confidentiality-clauses-expressly-allow-whistleblowing/) - Over the last few months, the SEC has obtained a string of cease and desist orders against SEC reporting companies, both domestic and foreign, to enforce an often overlooked rule adopted under Dodd-Frank. Rule 21F-17 provides that “[n]o person may take any action to impede an individual from communicating directly with the [SEC] staff about
- [ISS Releases Executive Summary of 2017 Proxy Voting Policies](https://www.governancecomplianceinsider.com/iss-releases-executive-summary-of-2017-proxy-voting-policies/) - ISS has published an executive summary of 2017 updates to its benchmark proxy voting policies for the Americas, EMEA, and Asia-Pacific regions. The updated policies will generally be applied to shareholder meetings on or after February 1, 2017. U.S. policy changes are summarized below, and companies should keep them in mind as they consider policies
- [Whistling through the Graveyard: The Future of the SEC’s Whistleblower Program](https://www.governancecomplianceinsider.com/whistling-through-the-graveyard-the-future-of-the-secs-whistleblower-program/) - The SEC announced on November 14 that it had made an award of more than $20 million to another whistleblower. This was the third highest award since the agency began paying them out in 2012, and it brings the total of such awards under the SEC’s program to more than $130 million. Although the current
- [Upcoming CLE Event:  Preparing for the 2017 Proxy Season](https://www.governancecomplianceinsider.com/upcoming-cle-event-preparing-for-the-2017-proxy-season/) - On Thursday, December 8, Dorsey will present our annual review of developments and disclosure requirements for the upcoming proxy season. Click here for more information and to register for the event, which will be presented via webinar.
- [Glass Lewis Releases Its 2017 Policy Guidelines](https://www.governancecomplianceinsider.com/glass-lewis-releases-its-2017-policy-guidelines/) - Glass Lewis released its updated policy guidelines for the 2017 proxy season for several countries, including the United States and Canada. The most significant change in the United States guidelines relates to director overboarding and was expected. The changes to the United States guidelines include: Director Overboarding Policy As indicated in last year’s guidelines, in
- [Act Now! Glass Lewis Opens Its Issuer Data Report Service Enrollment](https://www.governancecomplianceinsider.com/act-now-glass-lewis-opens-its-issuer-data-report-service-enrollment/) - On November 17, 2016, Glass Lewis opened enrollment for its 2017 Issuer Data Report (IDR) program. This program will cover companies in the United States, Canada, United Kingdom, Switzerland, Norway and all EU countries on a first-come, first-served basis. Space is limited, so the enrollment will close on the earlier of January 6, 2017, or
- [SEC Allows Companies to Conduct a Generally Solicited Securities Offering Immediately Following a Privately-Solicited Offering](https://www.governancecomplianceinsider.com/sec-allows-companies-to-conduct-a-generally-solicited-securities-offering-immediately-following-a-privately-solicited-offering/) - On November 17, 2016, the SEC issued a new interpretation stating that a company may conduct a generally solicited offering of securities under Rule 506(c) immediately following a completed securities offering made in reliance upon Rule 506(b), without invalidating the prior offering. The SEC’s new interpretation will give companies more flexibility in their financing plans,
- [First U.S. Proxy Access Nominee](https://www.governancecomplianceinsider.com/first-u-s-proxy-access-nominee/) - On November 10, 2016, GAMCO Asset Management filed a Schedule 13D/A and 14N announcing that it had used the proxy access bylaw at National Fuel Gas to nominate a director candidate for election to NFG’s board at the upcoming 2017 annual meeting of shareholders. This nomination appears to be the first use of proxy access
- [SEC Staff Makes Life a Little Easier for Reporting Companies by Permitting Annual Reports to Shareholders to be posted on Company Websites](https://www.governancecomplianceinsider.com/sec-staff-makes-life-a-little-easier-for-reporting-companies-by-permitting-annual-reports-to-shareholders-to-be-posted-on-company-websites/) - On November 3, 2016, in a new C&DI, the SEC Staff stated they will not object if a company posts an electronic version of its annual report to shareholders on its corporate web site by the dates specified in Rule 14a-3(c), Rule 14c-3(b) and Form 10-K, respectively, in lieu of mailing paper copies or submitting
- [SEC Clarifies Baby Shelf Rules](https://www.governancecomplianceinsider.com/sec-clarifies-baby-shelf-rules/) - The Securities and Exchange Commission ("SEC") recently issued a new compliance and disclosure interpretation (the "New C&DI") in Question 116.25 regarding the availability of Form S-3 for the registration and sale of shares by companies with public float less than $75 million. Instruction I.B.6(a) to Form S-3 states that if a registrant has a public
- [A Call to Action: Leading Executives issue “Commonsense Principles of Corporate Governance”](https://www.governancecomplianceinsider.com/a-call-to-action-leading-executives-issue-commonsense-principles-of-corporate-governance/) - Citing the importance of publicly owned companies to the U.S. economy, a group of thirteen leading executives issued a set of principles, on July 21, 2016, outlining their vision for the critical elements of good corporate governance. The report, entitled, Commonsense Principles of Corporate Governance, was signed by a diverse group of executives ranging from
- [SEC Proposes Amendments to Update and Simplify Disclosure Requirements](https://www.governancecomplianceinsider.com/sec-proposes-amendments-to-update-and-simplify-disclosure-requirements/) - The Securities and Exchange Commission (the “SEC”) recently announced proposed amendments in order to update and simplify its disclosure requirements. The proposed amendments are intended to simplify compliance efforts and reduce the disclosure burden on companies subject to the SEC’s public reporting requirements, while maintaining the integrity of publicly disclosed information available to market participants.
- [New CDIs Help Issuers With Pay Ratio Disclosure, A Little](https://www.governancecomplianceinsider.com/new-cdis-help-issuers-with-pay-ratio-disclosure-a-little/) - On October 19th, the SEC released five new Compliance and Disclosure Interpretations (“CDIs”) relating to the upcoming “Pay Ratio Disclosure” requirements in Item 402(u) of Regulation S-K. Item 402(u) Pay Ratio Disclosure requirements, mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, require each covered public company to make annual disclosure of the
- [Can a shareholder who is unable to rely on the HSR passive investor exemption still file a Schedule 13G? Maybe, says the SEC Staff in new guidance](https://www.governancecomplianceinsider.com/can-a-shareholder-who-is-unable-to-rely-on-the-hsr-passive-investor-exemption-still-file-a-schedule-13g-maybe-says-the-sec-staff-in-new-guidance/) - Last Tuesday, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions reserved for passive investors. Two days later, in the wake of the DOJ’s announcement, the SEC Staff issued guidance stating that the inability to rely
- [2016 Proxy Season Review: Shareholder Proposals](https://www.governancecomplianceinsider.com/2016-proxy-season-review-shareholder-proposals/) - With most of the 2016 proxy season in the rear-view mirror, it’s clear that shareholder proposals continue to be a preferred vehicle for certain kinds of shareholder activism, though with limited effectiveness unless the company and the shareholder reach a negotiated outcome. Proxy access proved to be the notable exception. Overall, the total number of
- [NYSE Clarifies Answers to Certain FAQs on Equity Compensation Plans](https://www.governancecomplianceinsider.com/nyse-clarifies-answers-to-certain-faqs-on-equity-compensation-plans/) - Rule 303A.08 of the NYSE Listed Company Manual requires that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions to such plans, with limited exceptions specified in the Rule. The NYSE issued clarifications to certain FAQs on the Rule on August 18, 2016, which are summarized in the following
- [SEC Proposes Universal Ballots in Contested Elections](https://www.governancecomplianceinsider.com/sec-proposes-universal-ballots-in-contested-elections/) - On October 26, 2016, in a split vote, the SEC proposed the mandated use of universal ballots in contested director elections at annual meetings. The proposed rules were controversial even before they were proposed – the House of Representatives approved a spending bill this summer that included a provision prohibiting the SEC from proposing or
- [ISS Rebrands "QuickScore" to "QualityScore," Adds and Updates Governance Factors](https://www.governancecomplianceinsider.com/iss-rebrands-quickscore-to-qualityscore-adds-and-updates-governance-factors/) - Institutional Shareholder Services (ISS) is rebranding its governance scoring solution “ISS QuickScore” to “ISS QualityScore,” though the underlying methodology appears very similar. As in the past, covered companies can review, verify and provide feedback on the data used to determine their scores via a complimentary Data Verification tool accessed through the Governance Analytics platform. See
- [Nasdaq Doesn’t Require Shareholder Approval of Equity Compensation Plan Amendments to Increase Tax Withholding](https://www.governancecomplianceinsider.com/nasdaq-doesnt-require-shareholder-approval-of-equity-compensation-plan-amendments-to-increase-tax-withholding/) - Material amendments to equity compensation plans require shareholder approval under Nasdaq rules. Last week, Nasdaq posted a new FAQ #1269 regarding amendments to equity compensation plans to increase the tax withholding rate. FAQ #1269 is set forth below. “Generally, an amendment to increase the withholding rate to satisfy tax obligations would not be considered a
- [Comment Period Extended by a Month for Proposed Mining Property Disclosure Rules](https://www.governancecomplianceinsider.com/comment-period-extended-by-a-month-for-proposed-mining-property-disclosure-rules/) - On June 16, 2016, the SEC proposed new rules to update disclosure requirements for mining properties. The intent of the extensive and complex proposed rules is to align them more closely with current industry and global standards, specifically disclosure standards based on the Committee for Mineral Reserves International Reporting Standards. The SEC’s current disclosure requirements
- [Can you design better compensation disclosure? The SEC wants your thoughts on S-K Item 402 – and the rest of Subpart 400](https://www.governancecomplianceinsider.com/can-you-design-better-compensation-disclosure-the-sec-wants-your-thoughts-on-s-k-item-402-and-the-rest-of-subpart-400/) - As part of its Disclosure Effectiveness Initiative, the SEC has previously requested comments on parts of Regulation S-K and Regulation S-X. On August 25th, the SEC requested comment on Subpart 400 of Regulation S-K. Subpart 400 covers a lot of territory, including disclosure requirements on management, compensation and corporate governance. The Fixing America’s Surface Transportation
- [SEC’s Proposed New Mining Disclosure Rules](https://www.governancecomplianceinsider.com/sec-proposed-new-mining-disclosure-rules/) - The SEC has proposed some long overdue rules relating to mining disclosure. The proposed rules are designed to bring US disclosure in closer alignment with global standards. See our summary here: https://www.dorsey.com/newsresources/publications/client-alerts/2016/07/new-mining-disclosure-rules
- [SEC Issues Guidance to Tighten Use of Non-GAAP Financial Measures](https://www.governancecomplianceinsider.com/sec-issues-guidance-to-tighten-use-of-non-gaap-financial-measures/) - Many companies rely on non-GAAP financial measures to help explain company performance. The SEC is paying attention to the use of non-GAAP numbers and has provided more guidance to issuers. See our summary here: https://www.dorsey.com/newsresources/publications/client-alerts/2016/05/tighten-use-of-non-gaap-financial-measures
- [Initial Thoughts on Brexit for US Reporting Companies](https://www.governancecomplianceinsider.com/initial-thoughts-on-brexit-for-us-reporting-companies/) - For companies with operations in the UK, the threat of Brexit creates significant concerns. This summary addresses some immediate considerations: https://www.dorsey.com/newsresources/publications/client-alerts/2016/06/thoughts-on-brexit-for-us-reporting-companies
- [SEC Approves NASDAQ Rule Requiring Disclosure of “Golden Leash” Arrangements](https://www.governancecomplianceinsider.com/sec-approves-nasdaq-rule-requiring-disclosure-of-golden-leash-arrangements/) - Do your directors have a "golden leash"? If so, NASDAQ-listed companies will be required to publicly disclose those arrangements as a result of newly adopted rules. “Golden leash” arrangements are compensation arrangements between activist shareholders and their director nominee in connection with his or her service on, or candidacy for, a company’s board of directors,
- [2016 Amendments to the Delaware General Corporation Law](https://www.governancecomplianceinsider.com/2016-amendments-to-the-delaware-general-corporation-law/) - The DGCL was amended in June. Most notably, the amendments (i) broadened the availability of Section 251(h) mergers consummated without stockholder approval following a first-step tender or exchange offer for all shares entitled to vote on the merger, (ii) eliminated de minimis appraisal claims under Section 262, and (iii) allows companies to make a pre-judgment
- [SEC Releases Proposed Rules on Incentive-Based Compensation for Investment Advisers and Registered Broker Dealers](https://www.governancecomplianceinsider.com/sec-releases-proposed-rules-on-incentive-based-compensation-for-investment-advisers-and-registered-broker-dealers/) - The SEC has issued its proposed rules on incentive-based compensation for investment advisers and registered broker dealers:https://www.sec.gov/news/pressrelease/2016-89.html. Comments are due by July 22, 2016. The rules are part of a joint interagency rulemaking required by Dodd-Frank Act Section 956, which directs the agencies to prohibit incentive-based compensation arrangements that encourage inappropriate risk-taking: (1) by providing
- [Board Refreshment: Investors Respond to Trends in Mandatory Retirement Age and Tenure with More Stringent Voting Policies](https://www.governancecomplianceinsider.com/board-refreshment-investors-respond-to-trends-in-mandatory-retirement-age-and-tenure-with-more-stringent-voting-policies/) - Investors are making board refreshment a priority issue – they and companies are thinking creatively about term limits and other tools for board refreshment, as reported in this memo, which also provides a summary of current investor policies on director tenure: https://www.dorsey.com/newsresources/publications/client-alerts/2016/04/investors-mandatory-retirement-age-and-tenure
- [Companies Accelerate Adoption of Proxy Access as SEC Continues to Grant No-Action Relief](https://www.governancecomplianceinsider.com/companies-accelerate-adoption-of-proxy-access-as-sec-continues-to-grant-no-action-relief/) - Proxy access adoption has accelerated through the current proxy season. According to the Office of the New York City Comptroller,as of April 2016, more than 210 companies had adopted proxy access bylaws, many in response to shareholder demands. Read Dorsey’s eUpdate for further information: https://www.dorsey.com/newsresources/publications/client-alerts/2016/03/accelerate-proxy-access-sec-grant-no-action-relief
- [Related Party Transactions under PCAOB AS 18 Audits: Experiences from the First Year](https://www.governancecomplianceinsider.com/related-party-transactions-under-pcaob-as-18-audits-experiences-from-the-first-year/) - Companies report a broad range of practices for auditing related party transactions under PCAOB AS 18, as described in the following memo: https://www.dorsey.com/newsresources/publications/client-alerts/2016/02/party-transactions-under-pcaob-as-18-audits

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- [Special Purpose Acquisition Company](https://www.governancecomplianceinsider.com/tag/special-purpose-acquisition-company/)
- [Munter](https://www.governancecomplianceinsider.com/tag/munter/)
- [SPAC merger](https://www.governancecomplianceinsider.com/tag/spac-merger/)
- [Form 10 information](https://www.governancecomplianceinsider.com/tag/form-10-information/)
- [ineligible issuer](https://www.governancecomplianceinsider.com/tag/ineligible-issuer/)
- [Rule 14a](https://www.governancecomplianceinsider.com/tag/rule-14a/)
- [forward-looking](https://www.governancecomplianceinsider.com/tag/forward-looking/)
- [joint statement](https://www.governancecomplianceinsider.com/tag/joint-statement/)
- [Clayton](https://www.governancecomplianceinsider.com/tag/clayton/)
- [Hinman](https://www.governancecomplianceinsider.com/tag/hinman/)
- [PSLRA](https://www.governancecomplianceinsider.com/tag/pslra/)
- [future-facing](https://www.governancecomplianceinsider.com/tag/future-facing/)
- [CARES](https://www.governancecomplianceinsider.com/tag/cares/)
- [Dollar Price Standard](https://www.governancecomplianceinsider.com/tag/dollar-price-standard/)
- [compliance period](https://www.governancecomplianceinsider.com/tag/compliance-period/)
- [Market Capitalization Standard](https://www.governancecomplianceinsider.com/tag/market-capitalization-standard/)
- [Minimum price requirement](https://www.governancecomplianceinsider.com/tag/minimum-price-requirement/)
- [temporary exemption](https://www.governancecomplianceinsider.com/tag/temporary-exemption/)
- [NASDAQ-listed companies](https://www.governancecomplianceinsider.com/tag/nasdaq-listed-companies/)
- [Subpart 1300](https://www.governancecomplianceinsider.com/tag/subpart-1300/)
- [compliance deadline](https://www.governancecomplianceinsider.com/tag/compliance-deadline/)
- [regulation crowdfunding](https://www.governancecomplianceinsider.com/tag/regulation-crowdfunding/)
- [Small Business Capital Formation Advisory Committee](https://www.governancecomplianceinsider.com/tag/small-business-capital-formation-advisory-committee/)
- [board composition](https://www.governancecomplianceinsider.com/tag/board-composition/)
- [wbca](https://www.governancecomplianceinsider.com/tag/wbca/)
- [business acquisition](https://www.governancecomplianceinsider.com/tag/business-acquisition/)
- [business disposition](https://www.governancecomplianceinsider.com/tag/business-disposition/)
- [streamline disclosure](https://www.governancecomplianceinsider.com/tag/streamline-disclosure/)
- [amended rules](https://www.governancecomplianceinsider.com/tag/amended-rules/)
- [rule changes](https://www.governancecomplianceinsider.com/tag/rule-changes/)
- [CF Disclosure Guidance Topic No. 9](https://www.governancecomplianceinsider.com/tag/cf-disclosure-guidance-topic-no-9/)
- [Rule 418](https://www.governancecomplianceinsider.com/tag/rule-418/)
- [Rule 12b-4](https://www.governancecomplianceinsider.com/tag/rule-12b-4/)
- [Rule 83](https://www.governancecomplianceinsider.com/tag/rule-83/)
- [Description of Business](https://www.governancecomplianceinsider.com/tag/description-of-business/)
- [Legal Proceedings](https://www.governancecomplianceinsider.com/tag/legal-proceedings/)
- [Item 103](https://www.governancecomplianceinsider.com/tag/item-103/)
- [Item 101](https://www.governancecomplianceinsider.com/tag/item-101/)
- [Item 105](https://www.governancecomplianceinsider.com/tag/item-105/)
- [Annual Report](https://www.governancecomplianceinsider.com/tag/annual-report/)
- [Quarterly Report](https://www.governancecomplianceinsider.com/tag/quarterly-report/)
- [CTO](https://www.governancecomplianceinsider.com/tag/cto/)
- [Confidential Treatment Order](https://www.governancecomplianceinsider.com/tag/confidential-treatment-order/)
- [Rule 406](https://www.governancecomplianceinsider.com/tag/rule-406/)
- [Rule 24b-2](https://www.governancecomplianceinsider.com/tag/rule-24b-2/)
- [Item 601(b)(10)](https://www.governancecomplianceinsider.com/tag/item-601b10/)
- [perk](https://www.governancecomplianceinsider.com/tag/perk/)
- [definition](https://www.governancecomplianceinsider.com/tag/definition/)
- [Rule 501(a)](https://www.governancecomplianceinsider.com/tag/rule-501a/)
- [natural person](https://www.governancecomplianceinsider.com/tag/natural-person/)
- [entity categories](https://www.governancecomplianceinsider.com/tag/entity-categories/)
- [board](https://www.governancecomplianceinsider.com/tag/board/)
- [self-identify](https://www.governancecomplianceinsider.com/tag/self-identify/)
- [questionnaire](https://www.governancecomplianceinsider.com/tag/questionnaire/)
- [Finders](https://www.governancecomplianceinsider.com/tag/finders/)
- [Section 15(a)](https://www.governancecomplianceinsider.com/tag/section-15a/)
- [modernization](https://www.governancecomplianceinsider.com/tag/modernization/)
- [general development of business](https://www.governancecomplianceinsider.com/tag/general-development-of-business/)
- [FAQs](https://www.governancecomplianceinsider.com/tag/faqs/)
- [Board Questionnaire](https://www.governancecomplianceinsider.com/tag/board-questionnaire/)
- [Rule 5605](https://www.governancecomplianceinsider.com/tag/rule-5605/)
- [D&O Questionnaire](https://www.governancecomplianceinsider.com/tag/do-questionnaire/)
- [diversity rule proposal](https://www.governancecomplianceinsider.com/tag/diversity-rule-proposal/)
- [State Street](https://www.governancecomplianceinsider.com/tag/state-street/)
- [TCFD](https://www.governancecomplianceinsider.com/tag/tcfd/)
- [going-public](https://www.governancecomplianceinsider.com/tag/going-public/)
- [2022 Annual Meeting](https://www.governancecomplianceinsider.com/tag/2022-annual-meeting/)
- [sample comment letter](https://www.governancecomplianceinsider.com/tag/sample-comment-letter/)
- [Release No. 33-9106](https://www.governancecomplianceinsider.com/tag/release-no-33-9106/)
- [SEC Filings](https://www.governancecomplianceinsider.com/tag/sec-filings/)
- [CSR](https://www.governancecomplianceinsider.com/tag/csr/)
- [governance](https://www.governancecomplianceinsider.com/tag/governance/)
- [Universal Proxy](https://www.governancecomplianceinsider.com/tag/universal-proxy/)
- [proxy card](https://www.governancecomplianceinsider.com/tag/proxy-card/)
- [final rules](https://www.governancecomplianceinsider.com/tag/final-rules/)
- [director elections](https://www.governancecomplianceinsider.com/tag/director-elections/)
- [Excise Tax](https://www.governancecomplianceinsider.com/tag/excise-tax/)
- [Inflation Reduction Act](https://www.governancecomplianceinsider.com/tag/inflation-reduction-act/)
- [stock repurchase](https://www.governancecomplianceinsider.com/tag/stock-repurchase/)
- [1%](https://www.governancecomplianceinsider.com/tag/1/)
- [U.S. Treasury](https://www.governancecomplianceinsider.com/tag/u-s-treasury/)
- [redemption of stock](https://www.governancecomplianceinsider.com/tag/redemption-of-stock/)
- [HR 5376](https://www.governancecomplianceinsider.com/tag/hr-5376/)
- [SEC Approves](https://www.governancecomplianceinsider.com/tag/sec-approves/)
- [Effective date postponed](https://www.governancecomplianceinsider.com/tag/effective-date-postponed/)
- [Sec-prescribed](https://www.governancecomplianceinsider.com/tag/sec-prescribed/)
- [13D-G](https://www.governancecomplianceinsider.com/tag/13d-g/)
- [Beneficial Owners](https://www.governancecomplianceinsider.com/tag/beneficial-owners/)
- [5% Owners](https://www.governancecomplianceinsider.com/tag/5-owners/)
- [Accelerated Deadline](https://www.governancecomplianceinsider.com/tag/accelerated-deadline/)
- [Shell Companies](https://www.governancecomplianceinsider.com/tag/shell-companies/)
- [Economic Projections](https://www.governancecomplianceinsider.com/tag/economic-projections/)