On January 27, 2022, the US Securities and Exchange Commission (SEC) voted to reopen the comment period on the pay versus performance rule that it proposed in 2015 (2015 Proposal). The proposed rule being contemplated would require SEC reporting companies to make expanded disclosure of the relationship between executive pay and a company’s financial performance.
Robert F. Gray
SEC Revisiting Applicability of Proxy Rules to Proxy Voting Advice by Advisory Firms
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.
Legal Update: Chair Clayton and Division Director Hinman Issue Public Statement on the Importance of Disclosure in the Current COVID-19 Environment
On April 8, 2020, the Chair of the U.S. Securities and Exchange Commission (the “SEC”) – Jay Clayton – and the Director of the SEC’s Division of Corporation Finance – William Hinman – issued a joint statement titled The Importance of Disclosure – For Investors, Markets and Our Fight Against COVID-19 (the “Statement”) providing guidance…
COVID-19: SEC Disclosures and Related Ramifications
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.…
Legal Update: SEC Issues MD&A Guidance
On January 30, 2020, the US Securities and Exchange Commission provided guidance regarding the disclosure of key performance indicators and metrics used in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of SEC filings. This commission-level guidance, which reflects the SEC’s interpretation of existing MD&A requirements, becomes effective on…
SEC Proposes Revised Disclosure Rules for Resource Extraction Issuers
On December 18, 2019, the US Securities and Exchange Commission (SEC) proposed rules for the reporting of certain payments by resource extraction issuers, its third attempt to promulgate rules mandated under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Comments are due by March 16, 2020. This Legal Update provides further detail on the…
Legal Update: 10 Tips for 10-Ks and Proxy Statements
With the 2020 proxy and annual reporting season upon us, this Legal Update provides 10 tips for companies to consider when drafting annual reports on Form 10-K and proxy statements for filing with the US Securities and Exchange Commission.
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Legal Update: Ring in the New Year with SEC Year-End Guidance
During the last two weeks of 2019, the US Securities and Exchange Commission offered guidance and reminders relating to the role of audit committees, international intellectual property and technology risks, and confidential treatment applications. This Legal Update provides further detail on—and discusses practical considerations regarding—these pronouncements, which public companies should take into account as the…
Legal Update: SEC Proposes Changes to Rule 14a-8 – the Shareholder Proposal Process
On November 5, 2019, the US Securities and Exchange Commission proposed several amendments to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. The proposed amendments are intended to “recognize the significant changes that have taken place in our markets in the decades since these regulatory requirements were last revised….” This Legal Update discusses…
Legal Update: SEC Staff Legal Bulletin No. 14K Provides Further Shareholder Proposal Guidance
On October 16, 2019, the Division of Corporation Finance of the US Securities and Exchange Commission issued Staff Legal Bulletin No. 14K to provide additional guidance on shareholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. This Legal Update describes this recent staff guidance and provides related practical considerations for…