In our latest Legal Update, we summarize the US Securities and Exchange Commission’s 2022 calendar year filing deadlines and financial statement staleness dates.
Laura D. Richman
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SEC Proposes New Rules on Share Repurchase Disclosure
On December 15, 2021, the US Securities and Exchange Commission (the “SEC”) issued proposed amendments to its existing rules regarding disclosures about purchases of an issuer’s equity securities by or on behalf of the issuer or an affiliated purchaser, commonly referred to as “buybacks.” The Proposed Amendments would apply to issuers that repurchase securities registered…
SEC Proposes Amendments to Rule 10b5-1’s Affirmative Defense to Insider Trading Liability
On December 15, 2021, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “proposal”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations for public companies. The proposal would (i) add new conditions to the availability of the affirmative defense to insider trading liability contained in…
SEC Adopts Universal Proxy Rules
On November 17, 2021, the US Securities and Exchange Commission (SEC) adopted mandatory universal proxy rules that will apply for all contested director elections. Under the final rules, each universal proxy card must list all management and dissident nominees for director, enabling shareholders voting by proxy to pick and choose among the different slates of…
SEC Staff Issues Legal Bulletin Announcing Shift in Shareholder Proposal Review Process Ahead of 2022 Proxy Season
On November 3, 2021, the staff of the Division of Corporation Finance (the “Staff”) of the US Securities and Exchange Commission issued Staff Legal Bulletin No. 14L (“SLB 14L”). SLB 14L reverses course on Staff positions taken since 2017 with respect to the ordinary business grounds for exclusion of shareholder proposals from company proxy statements…
SEC Reopens Comment Period for Clawback Listing Standard
Posted in Dodd-Frank, SEC News
On October 14, 2021, the US Securities and Exchange Commission (SEC) issued a release reopening the comment period (Reopening Release) on the clawback listing standard rule that it proposed in 2015 (2015 Proposal). Interested parties may submit comments on any aspect of the 2015 Proposal, as well as on the additional requests for comments raised…
2022 Proxy and Annual Report Season: The Time to Get Started Is Now
Once again, it is time to prepare for the proxy and annual report season. There are many issues to take into consideration when crafting required regulatory disclosures in a manner that conveys effective messaging to the company’s investors. Advance planning, careful drafting and multi-faceted review greatly contribute to a successful proxy and annual report season,…
SEC Approves Nasdaq Board Diversity Rule
On August 6, 2021, the US Securities and Exchange Commission approved Nasdaq’s board diversity rule. This Legal Update provides further detail and discusses practical considerations for Nasdaq companies.
SEC Revisiting Applicability of Proxy Rules to Proxy Voting Advice by Advisory Firms
By Laura D. Richman & Robert F. Gray on
Posted in Proxy Rules, SEC News
The US Securities and Exchange Commission is actively reconsidering its position on the applicability of its proxy rules to proxy voting advice. This Legal Update provides background and details on related statements from the SEC’s chair, two commissioners and the Division of Corporation Finance.
MD&A Tune-Up
In 2020, the SEC issued new guidance on MD&A in light of COVID-19. The authors of this Securities & Commodities Regulation article discuss this guidance in detail, as well as recent amendments to Item 303 of Regulation S-K, and guidance on key performance indicators. They then turn to discussions of disclosure obligations relating to cybersecurity…