Tag: SEC Division of Corporation Finance
Corp Fin issues no-action relief for exclusion of a proxy access “fix-it” proposal (but rejects other requests)
by Cydney Posner In September, I blogged about several pending no-action requests seeking exclusion of proposals from the McRitchie/Chevedden group to revise existing proxy access bylaws on the basis that they had been “substantially implemented” under Rule 14a-8(i)(10). As I described it back then, the burning question was whether there […]
Corp Fin Deputy Director comments on conflict minerals compliance
by Cydney Posner In remarks at the PLI Securities Regulation Institute yesterday, Corp Fin Deputy Director (Disclosure Operations) Shelley Parratt confirmed, as we all suspected, that it’s status quo on conflict minerals reporting again this year: the April 2014 statement by the Director of Corp Fin continues to be operative. (See […]
New CDI regarding “baby shelf” offerings on Form S-3
by Cydney Posner Corp Fin has issued a new CDI regarding Form S-3 and limited primary offerings under General Instruction I.B.6., that is, “baby shelf” offerings by issuers with public floats below $75 million. As you may recall, Instruction I.B.6 allows a company with a public float below $75 million […]
Mail seven copies of your glossy annual report to the SEC? Not anymore, so long as….
by Cydney Posner Corp Fin has just issued a welcome new CDI under the Proxy Rules and Schedule 14A. As you know, under Exchange Act Rule 14a-3(c) and Rule 14c-3(b), companies must mail to the SEC, “solely for its information,” seven copies of their glossy annual reports sent to shareholders. […]
Corp Fin posts new CDIs on pay-ratio disclosure
by Cydney Posner Corp Fin has just issued several new CDIs regarding pay-ratio disclosure (S-K Item 402(u)). As you probably recall, the pay-ratio provision mandates that the SEC require most public companies to disclose, in a wide range of their SEC filings: the median of the annual total compensation of […]
Establishing disclosure controls for non-GAAP financial measures
by Cydney Posner With the spotlight now on non-GAAP financial measures, companies might find this article in CFO.com to be particularly useful. The article provides practical guidance to help companies establish effective disclosure controls and procedures for non-GAAP financial measures.
Climate change tops the list of issues in comments on Reg S-K concept release
by Cydney Posner According to BNA, at a recent conference, Corp Fin Director Keith Higgins reported that the highest proportion of comments so far received on the Reg S-K Concept Release related to better environmental and social responsibility disclosure. As SEC Chair Mary Jo White indicated a few months ago: the […]
Has Corp Fin “evolved” on exclusion of proxy access proposals under Rule 14a-8(i)(10)?
by Cydney Posner Until yesterday, there were five no-action requests regarding proxy access proposals from the McRitchie/Chevedden group awaiting responses from Corp Fin as to whether the proposals could be excluded on the basis that they had been “substantially implemented” under Rule 14a-8(i)(10). The burning question was whether there would […]
When the SEC speaks about non-GAAP measures, it turns out that most companies listen
by Cydney Posner In this article, the WSJ reports on new data, prepared for the WSJ by Audit Analytics, showing how faithfully companies have conformed their disclosures to the recent guidance from the Corp Fin staff on non-GAAP financial measures. (See this PubCo post.) As more and more companies have prominently […]
No more “Tandy” letters from Corp Fin staff
by Cydney Posner Corp Fin has just announced that it will no longer require companies to include “Tandy” language in company responses to staff comment letters. “Tandy” language is a written representation from the company acknowledging that the disclosure in the document was its responsibility and that it would not […]