Corporate Governance

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This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant developments in federal securities law and regulation during 2019. The Review is divided into three sections: regulatory actions, accounting statements, and case law developments. Continue…

A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended.  Any person or entity executing pre‐planned transactions pursuant to a Rule 10b5‐1 plan that was established in good faith at a time when that person or entity was…

On July 9, 2020, SEC Office of Internal Affairs Director Raquel Fox and SEC Division of Corporation Finance Director William Hinman moderated a panel discussion concerning the disclosure and reporting considerations of investments in emerging markets.

The panel discussed the disclosure considerations associated with investments in emerging markets in general, and particularly, in China.

To…

On July 9, 2020, SEC Division of Economic and Risk Analysis Chief Economist and Director S.P. Kothari and SEC Office of Compliance Inspections and Examinations Director Peter Driscoll moderated a panel discussion concerning investments by U.S. retail investors in emerging markets, particularly in China. This was Panel 1 of the SEC staff’s roundtable on emerging…

In order to mitigate potential filing delays due to the ongoing impacts of the COVID-19 pandemic, the Securities and Exchange Commission’s (“SEC”) Division of Investment Management has extended the EDGAR filing window from 5:30 p.m. (EDT) to 10:00 p.m. (EDT) on April 29, 2020 for registered investment company and business development company filings.  Registered funds…

On September 17, 2019, the Securities and Exchange Commission (SEC) proposed rules to update the statistical disclosures that bank and savings and loan registrants provide to investors. The proposed rules would rescind Industry Guide 3, Statistical Disclosure by Bank Holding Companies (Guide 3), codify certain Guide 3 disclosures into a new Subpart 1400 of Regulation…

In this article published in The Review of Securities & Commodities Regulation, we discuss the implications of the SEC’s recent actions to modernize and simplify disclosure requirements applicable to foreign private issuers (“FPIs”).

See full article here.

With the increased concentration of share ownership by institutional investors over the past several decades, the influence of proxy advisory firms on shareholder votes has grown dramatically, all while the proxy regulatory process has become more complex. Against this background, the US Securities and Exchange Commission issued two interpretive releases on August 21, 2019. This…

At an open meeting today, the Securities and Exchange Commission issued guidance to assist investment advisers in fulfilling their proxy voting responsibilities in using the services of a proxy advisory firm, and provided guidance on proxy voting disclosures under Investment Company Act forms.  The Commission also issued an interpretation of Exchange Act Rule 14a-1(l) that…

The Securities and Exchange Commission announced an open meeting for August 21st in order to consider: guidance regarding the proxy voting responsibilities of investment advisers under Rule 206(4)-6 under the Investment Advisers Act of 1940, as well as to consider whether to publish an interpretation and related guidance regarding the applicability of certain rules, which…