Category: Securities
Nasdaq issues guidance regarding release of material news around market close (reposted)
by Cydney Posner On the heels of the NYSE rule amendment related to material news and trading halts (see this PubCo post ), as noted in thecorporatecounsel.net blog, Nasdaq has followed suit with this Issuer Alert. The Alert does not reflect a rule change, but does provide guidance regarding the […]
A few nuggets for smaller companies buried in the Drive Act
by Cydney Posner The House has passed a new transportation bill, HR 22, the “Drive Act” – not normally something to write about in the PubCo blog. (Originally, this bill appears to have been the “Hire More Heroes Act,” but was somehow transformed into the Drive Act – go figure.) […]
Are companies making progress in preparing for the new revenue recognition standard?
by Cydney Posner As former Corp Fin Director John White observed during the PLI Securities Regulation Institute last week, the new revenue recognition standard will represent a massive change for many companies. Perhaps with that in mind, SEC Chief Accountant James Schnurr, in an October speech before the UCI Audit Committee […]
SEC Chief Accountant advises on audit committee responsibilities
by Cydney Posner In remarks before the UCI Audit Committee Summit at the end of October, SEC Chief Accountant James Schnurr addressed the importance of the oversight role that audit committees play, providing specific advice on inquiries that audit committee members should pursue. He focuses on four areas: the SEC’s concept […]
Highlights from panels with current and former staff of Corp Fin
by Cydney Posner Below are some highlights (from my notes) of the PLI Securities Regulation Institute panel discussions Thursday and Friday with the Corp Fin staff (Keith Higgins, Shelley Parratt, David Fredrickson, Michele Anderson, Karen Garnett) as well as a number of some former staffers, plus some additional discussion from […]
Corp Fin Director highlights recent issues in public offerings
by Cydney Posner At PLI’s Securities Regulation Institute this morning, Corp Fin Director Keith Higgins highlighted* some recent issues the staff has identified in the context of public offerings.
Corp Fin issues new CDIs on “unbundling” proposals in the M&A context
by Cydney Posner The SEC has posted new CDIs addressing the issue of “unbundling” of proxy proposals under Rule 14a-4(a)(3), which requires that the form of proxy “identify clearly and impartially each separate matter intended to be acted upon.” The focus of the new CDIs is unbundling of proposals in […]
Corp Fin issues new SLB providing guidance on Rule 14a-8 exclusions for “conflicting proposals” and “ordinary business”
by Cydney Posner Corp Fin today posted Staff Legal Bulletin 14H providing guidance on two key issues regarding shareholder proposals under Rule 14a-8: the scope and application of Rule 14a-8(i)(9) (the exclusion for conflicting proposals); and the scope and application of Rule 14a-8(i)(7) (the exclusion for ordinary business) in light of Trinity […]
U.S. Chamber of Commerce won’t challenge pay-ratio rules — at least for now — and will focus instead on conflict minerals challenge
by Cydney Posner The WSJ is reporting that, contrary to all expectations (including my own), “the U.S. Chamber of Commerce isn’t planning to mount a legal challenge to the Securities and Exchange Commission’s pay ratio rule.”
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