In a first-of-its-kind case, the SEC focused on a company’s accounting controls around Rule 10b5-1 buybacks and imposed a $20 million fine. The novel theory in the case highlights the n...
Our 2020 IPO corporate governance survey reviews governance structures at the time of the IPO for the largest U.S.-listed IPOs of “controlled” and non-“controlled” companies betwe...
On September 23, 2020, the SEC adopted amendments to the shareholder proposal rule. Rule 14a-8 allows a shareholder that meets certain requirements to use a company’s proxy statement to...
On August 26, the SEC adopted amendments to update the business description, legal proceedings and risk factor disclosures that U.S. companies make in registration statements, annual repo...
On August 26, the Securities and Exchange Commission expanded the definitions of “accredited investor” in Regulation D and of “qualified institutional buyer” in Rule144A, thereby ...
The path to direct listings by companies is getting easier. On Wednesday, the SEC approved the NYSE’s rule change that will permit companies to raise capital in a direct listing. Prior ...
The SEC voted (3 to 1) on Wednesday to adopt final rules that would regulate proxy advisory firms and permit companies that are the subject of their voting recommendation reports to provi...
On June 23rd, the staff of the SEC’s Division of Corporation Finance issued new Disclosure Guidance Topic No. 9A reflecting the staff’s current views regarding disclosure that compani...
On June 22nd, the New York Stock Exchange (NYSE) filed a proposed rule change with the Securities and Exchange Commission that would permit companies to raise capital in a direct listing....
A $900,000 fine is a reminder for companies to use care in tracking and disclosing all elements of executive compensation.
Executive perks may not be material to a company’s financial c...
