Michael L. Hermsen

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Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter, advance planning will make the process go more smoothly. This is especially true for the 2021 season, as…

On September 23, 2020, the US Securities and Exchange Commission adopted amendments to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. The amendments will generally be effective for shareholders’ meetings to be held on or after January 1, 2022. This Legal Update provides background and details on the amendments and notes practical considerations…

On August 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K that are intended to modernize business, legal proceedings and risk factor disclosures. According to the SEC, the amendments are designed to update rules, to improve the readability of disclosures and to simplify compliance for reporting companies. These amendments become…

This First Analysis article discusses the amendments adopted by the U.S. Securities and Exchange Commission on May 21, 2020 in connection with financial statement disclosures on business acquisitions and dispositions as required by Regulation S-X’s (17 C.F.R. §§ 210.1-01 – 12-29) Rule 3-05 (Financial Statements of Businesses Acquired or to be Acquired (Rule 3-05)), Rule…

In addition to a host of significant general business concerns, such as those relating to liquidity and financing opportunities, revenues, supply chain and employee and community health and welfare, the novel coronavirus known as COVID-19 has raised a number of issues specific to public companies that file reports with the US Securities and Exchange Commission.…

On May 3, 2019, the US Securities and Exchange Commission (SEC) proposed revisions to financial statement disclosures with respect to business acquisitions and dispositions required by Regulation S-X’s Rule 3-05 (Financial Statements of Businesses Acquired or to be Acquired (Rule 3-05)), Rule 3-14 (Special Instructions for Real Estate Operations to be Acquired (Rule 3-14)), Article…

On December 19, 2018, the US Securities and Exchange Commission (the Commission) amended Rule 251 and Rule 257 of the Securities Act of 1933, as amended (the Securities Act), which are part of Regulation A, in order to allow companies subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act…

On December 18, 2018 the Commission published a Request for Comment on Earnings Releases and Quarterly Reports (the “Request”), which solicits public comment on both earnings releases and the frequency of periodic reporting. In the Request, the Commission notes that it is seeking to reduce administrative and other burdens for U.S. public companies without compromising…