Corporate Governance

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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…

Earlier this month, the U.S. House Financial Services Committee passed, with overwhelming bi-partisan support, three bills to promote gender, racial and ethnic diversity on corporate boards. Although there has been progress in diversifying board representation in recent years, the rate of change is slow. The Alliance for Board Diversity reported that among Fortune 500 companies,…

There are a number of legislative proposals making their way through the House and the Senate that would affect public reporting companies and are gathering some momentum, so they bear watching.  Here are a few highlights:

  • Diversity Disclosure Requirements:  H.R. 970, which has been reintroduced in the House of Representatives, titled the “Improving Corporate Governance

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On February 6, 2019, the staff of the US Securities and Exchange Commission issued two identical Regulation S-K compliance and disclosure interpretations (C&DIs), which address the extent to which a director’s self-identified diversity characteristics need to be disclosed as director background or in connection with the discussion of a company’s policy with regard to the…

In a recent paper, “Scaling Up: the Implementation of Corporate Governance in Pre-IPO Companies,” authors David F. Larcker and Brian Tayan review governance practices and how these evolve in the lead-up to an IPO. The authors studies 47 companies that completed IPOs from 2010 to 2018. On average, the companies in the sample set were…