SEC posts report to Congress on Modernization and Simplification of Regulation S-K
by Cydney Posner The SEC has posted the staff’s Report on Modernization and Simplification of Regulation S-K, a report to Congress required by the FAST Act. (See this PubCo post.) Although required by the FAST Act, this report builds on and reflects the review that the SEC has been conducting […]
That was quick — proxy access test drive hits a wall
by Cydney Posner You probably recall that, on November 9, 2016, GAMCO Asset Management Inc. (entity affiliated with activist investor Mario Gabelli) and certain affiliates used the proxy access bylaws recently adopted at National Fuel Gas Company, an NYSE-listed diversified natural gas company, to nominate a candidate for election to the […]
Corp Fin OKs technical modification of process for offers and sales in IPOs
by Cydney Posner In a new no-action letter to Morgan Stanley, Corp Fin agreed that, as outlined in the request letter, the firm’s proposed procedures for offering and selling securities in IPOs would not involve a pre-effective sale for purposes of Section 5(a) of the Securities Act. Essentially, the modified […]
New CDIs provide guidance regarding tender offer rules and schedules
by Cydney Posner Below are summaries of some more new CDIs from Corp Fin, this group relating to the tender offer rules and schedules. Two of the new CDIs provide guidance regarding disclosure of compensatory arrangements for financial advisors. The other new CDIs provide additional guidance under the Abbreviated Tender […]
Corp Fin posts new CDI related to integration under Reg D
by Cydney Posner More CDIs from the Corp Fin, one of which, described below, relates to integration under Reg D. There are also three new CDIs relating to Reg A, new 182.12, new 182.13 and new 182.14.
So what should we do about conflict minerals compliance for next year?
by Cydney Posner As of now, Forms SD and conflict minerals reports are still due on May 31, 2017. With all the discussion, in light of the election results, of rolling back legislation and regulations, through the Financial CHOICE Act and otherwise (see this PubCo post), many are wondering whether […]
House cautions SEC and other agencies: no midnight rulemaking
by Cydney Posner As reported in the WSJ , Roll Call and Forbes, on Tuesday, House Republicans sent a letter to federal agencies requesting that they not engage in any “midnight” rulemaking — adoption of new rules before the new administration is sworn in. The letter, signed by the House […]
Will we see more activists using proxy access?
by Cydney Posner You might recall that, on November 9, 2016, GAMCO Asset Management Inc. (an entity affiliated with activist investor Mario Gabelli) and certain affiliates used the proxy access bylaws recently adopted at National Fuel Gas Company, an NYSE-listed diversified natural gas company, to nominate a candidate for election to […]
SEC Chair White announces plan to resign
by Cydney Posner The SEC has announced that Chair Mary Jo White intends to resign at the end of President Obama’s term. One of the longest serving chairs, she has served for almost four years. In addition to a long list of accomplishments, including over 50 significant rulemaking initiatives while acting […]
CII hunts zombie directors
by Cydney Posner A new analysis from the Council of Institutional Investors, announced on October 31, reports a relatively high proportion of “zombie directors” remaining on corporate boards. (The date was not lost on CII: the press release was called a Halloween media advisory.) As you probably know, a “zombie […]
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