Month: August 2018

SEC Chair discusses coming agenda

In this speech before the 36|86 Entrepreneurship Festival in Nashville, Tennessee, SEC Chair Jay Clayton discussed, among other topics, the coming agenda for public companies designed to “encourage capital formation for emerging companies seeking to enter our public capital markets.” The main topic was the plan to revisit the thresholds that trigger the SOX 404(b) requirement to provide an auditor attestation report on internal control over financial reporting. However, Clayton also added some news for private companies too. One thing is pretty clear from this speech: odds are excellent that relief  from SOX 404(b) is in the offing for more small companies. 

Equilar reports board gender diversity improvements for Q2 2018

According to consultant Equilar’s Gender Diversity Index, for the second calendar quarter of 2018, the percentage of  women on the boards of companies in the Russell 3000 increased from 16.9% to 17.7%, representing the third consecutive quarter of increase. Also in Q2, 39 boards reached gender parity—an increase of eight from the previous quarter.  And, for 71 boards, the percentage of women directors was between 40% and 50%, representing an increase of nine from the prior quarter.  But what’s most interesting about the data, however, is that, of appointments to new board seats during the period, 34.9% went to women—almost twice the percentage recorded in 2014. Equilar views that fact as “a promising sign that companies are making a concerted effort to promote diversity in corporate boardrooms.” The increase moves Equilar’s GDI to 0.35, where 1.0 represents board gender parity. 

Senator Warren introduces the Accountable Capitalism Act

According to this column in the LA Times, it’s the “single most pernicious idea in modern American finance.”  Can you guess? It’s the idea “that the corporation exists to ‘maximize shareholder wealth,’” the columnist proclaims. “As the mantra has evolved since it was declared by conservative economist Milton Friedman in 1970, it has come to mean ‘maximize shareholder wealth to the exclusion of everything else.’ The harvest has been stagnating worker wages, squeezed suppliers, noxious government economic policies, and the steady flow of corporate income to the top 1%. It’s long past time to bury this bad idea in the grave.” Needless to say, many would take issue with the columnist’s view, but probably not Senator Elizabeth Warren, who has recently introduced the “Accountable Capitalism Act,” which would mandate that specified large companies have as a corporate purpose identified in their charters—their new federal charters—the creation of a “general public benefit.” 

Cooley Alert: SEC adopts final disclosure update and simplification amendments

Take a look at this latest Cooley Alert: SEC adopts final disclosure update and simplification amendments.It’s riveting from start to finish!

SEC lowers fee rates for fiscal 2019, which begins October 1, 2018

On August 24, the SEC announced that it was reducing the fees it charges issuers to register their securities. In fiscal 2019, the fee rates for registration of securities and certain other transactions will be $121.20 per million dollars, down from $124.50 per million dollars last year. 

Corp Fin to post staff orders and more

Corp Fin announced yesterday that it plans to continue to enhance the transparency of staff actions by posting on EDGAR in issuers’ filing histories a range of documents relating to staff actions.

SEC adopts final disclosure update and simplification amendments

In her statement at the SEC open meeting held in 2016 to vote on issuing the proposing release for the SEC’s “Disclosure Update and Simplification,” SEC Commissioner Kara Stein protested that the proposal was, as she euphemistically framed it, so “hyper-technical” that many potential commenters may not be able “to truly access and understand what is being proposed.”  Apparently, even in its final state, the release was so hyper-technical that none of SEC Commissioners could even bear to talk about it. Could that be why there was no open meeting to discuss adoption of the final rules? Just guessing, of course.  What we saw instead was a Friday afternoon drop of this announcement and this 314-page release on the final rules. The SEC has also kindly provided this “demonstration version” of the rule amendments, essentially a blacklined version of the amendments. The final rules represent a component of the SEC’s disclosure effectiveness project, as well as an effort to implement one of the mandates of the FAST Act.  The final rules become effective 30 days after publication in the Federal Register, and the staff will review the impact of the amendments within five years thereafter.