On June 22, 2023, the SEC’s Investor Advisory Committee hosted a panel discussion regarding audit committee workload and transparency. The panel was led by James Andrus, with presentations of new research by Lauren Cunningham and Vanessa Teitelbaum and ensuing discussion with several audit committee chairs: Anthony Anderson, Sheila Hooda, Robert H. Herz and David Herzog.
Katelyn Merick
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FINRA Releases Updated Guidance for Members Conducting Private Placements
On May 9, 2023, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued Regulatory Notice 23-08 (the “Notice”), which provides supplemental and updated guidance for members conducting private placements pursuant to the Regulation D safe harbors under Sections 3 or 4 of the Securities Act of 1933, as amended.
The Notice does not change existing laws…
FINRA Reminds Members of Private Placement Obligations
By Katelyn Merick on
On May 9, 2023, FINRA issued Regulatory Notice 23-08 (the “Notice”), which provides supplemental and updated guidance for members conducting private placements pursuant to Sections 3 or 4 of the Securities Act of 1933, as amended.
The Notice does not change any existing laws, regulations or interpretations of existing requirements. Rather, the Notice was provided…
FINRA Seeks Comments to Improve Capital Formation
By Katelyn Merick on
Posted in Capital Formation, FINRA
On May 9, 2023, FINRA issued Regulatory Notice 23-09 (the “Notice”), seeking comment on any modifications that could be made to FINRA’s rules, operations and administrative processes to further promote capital formation while maintaining investor protection.
In addition to the open-ended request, the Notice sets forth the following ten questions for commenters to consider:
- Are
Compensation Clawback Listing Standards Requirement: US Securities and Exchange Commission Adopts Final Rules
By Ryan J. Liebl, Katelyn Merick & David Schuette on
On October 26, 2022, the US Securities and Exchange Commission (SEC) adopted new Rule 10D-1, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy requiring the recovery, or “clawback,” of certain incentive-based executive compensation. Recovery under a…
SEC Adopts Pay Versus Performance Disclosure Rule
On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) mandate that requires SEC-reporting companies to disclose in a clear manner the relationship between executive compensation actually paid and the financial performance of…
SEC Votes on Changes to Shareholder Proposal and Proxy Solicitation Rules
On July 13, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to revise three of the substantive bases for exclusion of shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Proposed Rules”). Specifically, the Proposed Rules would amend the following bases for exclusion: substantial implementation (Rule…
Supreme Court Decision in West Virginia v. EPA Casts Doubt on SEC’s Climate Proposal and Other Regulatory Initiatives
By Andrew J. Olmem, Katelyn Merick & Anna T. Pinedo on
On June 30, 2022, the U.S. Supreme Court decided West Virginia et al. v. Environmental Protection Agency, holding that the EPA lacks authority under Section 7411(d) of the Clean Air Act to limit greenhouse gas emissions from power plants through “generation shifting,” i.e., increasing the use of cleaner energy sources like wind and…