On March 30, 2022, the SEC voted 3-1 (Commissioner Peirce dissenting) to propose a package of rules and rule amendments governing special purpose acquisition companies (SPACs), SPAC initial public offerings (IPOs) and SPAC mergers with a target company (de-SPACs). Part of the proposed amendments would also apply to any shell company business combination, whether or not a SPAC is involved.
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SEC Guidance
Cleary Provides Detailed Comments on SEC 10b5-1 Proposal
By Cleary Gottlieb on
Posted in Boards of Directors, SEC Guidance
The SEC has proposed important changes to the rules governing 10b5-1 trading plans. If the proposal is adopted – as seems likely – there will be major changes in how companies execute share repurchases and how employees, officers and directors sell shares.
The proposal is on a fast track, with comments due April 1. As…
The SEC’s Proposed Changes to Beneficial Ownership Reporting: Implications for Market Participants
By Cleary Gottlieb on
On February 10, 2022, the Securities and Exchange Commission (the “SEC”) issued for public comment proposed rules that will, if adopted, significantly affect how investors report their beneficial ownership on Schedules 13D and 13G. The principal changes would:
- accelerate the filing deadlines for Schedules 13D and 13G beneficial ownership reports;
- clarify the circumstances under which
…
Key Practices for Board Organization and Oversight of ESG
By Helena K. Grannis, Jeff J. Shim & Meghan Liu on
Robust interest in ESG-related matters and growing demands from shareholders, regulators and various other stakeholders during 2021 have put management and boards of public companies firmly on notice that strong ESG policies, practices and commitments are key components to long-term organizational success, business resiliency and value creation.
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Diversity Issues Remain at Center Stage, and the Show Is Just Getting Started
By Francesca L. Odell & Shuangjun Wang on
Diversity, equity and inclusion (DE&I) has received unprecedented support in the past year, and trends show that it is here to stay at the forefront of focus areas for corporations and key stakeholders alike.
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2022 Shareholder Engagement Trends and Considerations: ESG and Investor Outreach
By Lillian Tsu & Synne D. Chapman on
As ESG remains a mainstay of board and investor focus, effective shareholder engagement is as important as ever, and as complex as ever, for ensuring that companies have the external support necessary to advance their long-term strategy.
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The Materiality Debate and ESG Disclosure: Investors May Have the Last Word
By David Lopez, Jared Gerber & Jonathan R. Povilonis on
In 2021, investors and regulators continued to focus on the scope and quality of public company disclosure of environmental, social and governance information.
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Selected Issues for Boards of Directors in 2022
By Cleary Gottlieb on
Each year, we ask colleagues from around our firm to boil down the issues in their fields that boards of directors will be facing in the coming year. In the following pages, we present the results for 2022 – focused updates on 16 topics that will feature on board agendas throughout the year.
The concerns…
SEC Proposes Major Rule Changes on Trading Plans and Corporate Buybacks
By Nick Grabar & Lillian Tsu on
On December 15, 2021, the SEC issued for public comment two separate proposals that will, if adopted, significantly affect how corporate directors, officers and employees trade securities of their companies and how companies repurchase their own shares.
This memorandum walks through the two proposals in turn and concludes with some general takeaways and possible issues
The SEC Backs Off on Proxy Advisory Firms
By Cleary Gottlieb on
On November 17, the SEC proposed new rule amendments that would eliminate the core of the new requirements it imposed on proxy advisory firms in July 2020. The SEC had previously announced it would not enforce these requirements, so the process between proxy advisory firms and subject companies will be largely unregulated, much as it…