Tag: SEC
With a 341-page concept release, the SEC seeks to simplify and modernize the business and financial disclosure requirements of Reg S-K
by Cydney Posner The SEC has issued a new concept release, as part of its Disclosure Effectiveness Initiative, seeking comment on modernizing certain business and financial disclosure requirements in Reg S-K. The release, which weighs in at a hefty 341 pages, focuses on business and financial disclosures in periodic reports […]
Tweet your 10-K? SEC votes to issue concept release to modernize Reg S-K
by Cydney Posner At an open meeting this morning, the SEC (all three of them) voted to issue a concept release seeking comment on modernizing certain business and financial disclosure requirements in Reg S-K, part of the SEC’s disclosure effectiveness review project. Reg S-K is 30 years old, and evolving […]
We identified our shareholder proposal on our proxy card as “Shareholder Proposal.” Does that work?
by Cydney Posner Uh, no. In a new CDI, Corp Fin tells us how not to identify proposals on proxy cards, particularly shareholder proposals. Rule 14a-4(a)(3) requires that the form of proxy “identify clearly and impartially each separate matter intended to be acted upon.” But, when it comes to shareholder […]
Is it just a brush-back pitch or will the SEC take steps to rein in the use of non-GAAP financial measures?
by Cydney Posner Reporting on an industry conference sponsored by the U.S. Chamber of Commerce, the WSJ advises that SEC Chair Mary Jo White is considering whether to restrict the use of non-GAAP financial measures. In a speech to the conference, Chair White advised the audience that “[y]our investor relations folks, your […]
Corp Fin Staff grants no-action relief allowing exclusion of shareholder proposals for proxy access under Rule 14a-8(i)(10)
by Cydney Posner Now that Corp Fin has issued Staff Legal Bulletin 14H providing guidance that, for most practical purposes, eliminates the availability of Rule 14a-8(i)(9) (see this PubCo post) to exclude shareholder proposals that conflict with management proposals, there has been substantial speculation about the contours of Rule 14a-8(i)(10), the exclusion for proposals […]
SEC’s Investor Advisory Committee takes on FASB
by Cydney Posner At Thursday’s meeting of the SEC’s Investor Advisory Committee, the Committee approved the submission of a comment letter urging FASB to reconsider its proposal to make changes to the concept of “materiality” embodied in FASB’s Conceptual Framework for Financial Reporting and FASB’s guidance on Notes to Financial […]
SEC adopts rules to implement two provisions of the FAST Act
by Cydney Posner The SEC has approved interim final rules implementing two provisions of the Fixing America’s Surface Transportation (FAST) Act. As you may recall, the FAST Act was signed into law in early December and contained several measures that modified the JOBS Act or otherwise related to capital raising for […]
NYC Comptroller submits proxy access proposals to 72 companies for 2016
by Cydney Posner As noted in TheCorporateCounsel.net blog, New York City Comptroller Scott Stringer has once again submitted, on behalf of a number of NYC pension funds, a raft of shareholder proposals for proxy access as part of the Comptroller’s continuing Boardroom Accountability Project. The list of the 72 companies targeted this […]
Nasdaq survey of corporate interaction with proxy advisory firms
by Cydney Posner Nasdaq and the U.S. Chamber of Commerce conducted a survey of public companies to gain insight into companies’ interactions with ISS and Glass Lewis, the two primary proxy advisory firms, with regard to the 2015 proxy season. Over 155 companies of all sizes and industries participated in […]
Court dismisses case to compel SEC to act on rulemaking petition for corporate political spending disclosure
by Cydney Posner As noted in Law360, a DC District Court has granted the SEC’s motion to dismiss a complaint filed to compel the SEC to act on a rulemaking petition regarding corporate political spending disclosure. Of course, as discussed in this PubCo post, a provision prohibiting the SEC from […]
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