Mergers and Acquisitions, Corporate Governance, Shareholder Activism
Last week, the Securities and Exchange Commission adopted a rule under which any issuer can “test the waters” for a securities offering before or after filing a registration statement. This new rule extends an accommodation previously available only to emerging growth companies.
Please click here to read the full alert memorandum.
On August 21, the Securities and Exchange Commission (“SEC”) adopted (1) guidance on the proxy voting responsibilities of investment advisers under the Investment Advisers Act and related rules (the “Advisers Guidance”) and (2) interpretation and guidance on the applicability to proxy voting advice of the rules on proxy solicitation under the Securities Exchange Act (the “Solicitation Guidance”).
Continue Reading In its Highly Anticipated Guidance on Proxy Advisory Firms, the SEC Proceeds With Caution
Last week, the Securities and Exchange Commission issued another in its series of rule proposals to revise the disclosure requirements applicable to reporting companies. Its August 8, 2019 proposal addresses simplification of three items in Regulation S-K that have not been revised for more than 30 years. We also provide a link in the attached…
On Friday, the SEC proposed extensive amendments to the rules governing financial disclosures by registrants about businesses they buy or sell.
The proposed amendments primarily relate to disclosures required by Rule 3-05 and Article 11 of Regulation S-X in registration statements and 1934 Act reports, and, for the most part, they would reduce the burden
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On March 20, 2019, the SEC adopted a collection of amendments to its rules and forms intended to modernize and simplify some of the disclosure requirements applicable to U.S. public companies. The amendments implement a statutory directive under the 2015 FAST Act. They span a number of topics, including MD&A, property, risk factors, confidential treatment…
On January 29, 2019, the SEC announced four settlements with publicly-traded companies for failure to maintain adequate internal control over financial reporting.
None of the companies was charged with making false or inaccurate statements, either about its ICFR or otherwise; indeed, each had repeatedly disclosed material weaknesses in ICFR over many years.
These cases are…
On December 26, 2018, the SEC announced settled charges against ADT Inc. after finding that ADT, in two earnings releases, gave undue emphasis to non-GAAP adjusted EBITDA figures because they identified the relevant GAAP measures only later and much less prominently.
Without admitting or denying the SEC’s factual or legal claims, ADT agreed to an…
Earlier this week, the SEC published a release requesting comment on the quarterly reporting system. The release is thoughtful and concise, but it mostly asks questions, so it provides little indication of what action the agency might consider taking.
Two major flaws are regularly attributed to the reporting practices of public companies: complexity and short-termism. …
For the first time, the SEC’s staff issued guidance last week under its rule governing audit committees for listed issuers. The guidance addresses the composition of audit committees for issuers that are listed in both Brazil and the United States, and it takes the form of an interpretive letter from the Division of Corporation Finance…
There have been plenty of press reports about the SEC’s settlement with Elon Musk arising from his tweeting about taking Tesla private. But the concurrent settlement with Tesla itself provides interesting lessons for disclosure and governance at public companies.
Tesla agreed to pay a $20 million penalty and agreed to several “undertakings” to strengthen its governance and controls including a requirement that it add two independent directors to its Board. And, under his own settlement, Musk agreed to step down for three years as chairman of the Board of Directors, although he is allowed to continue as CEO.
Continue Reading The Tesla Settlement – What It Means for Other Companies
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