Last week, each of the major stock exchanges filed proposed changes to their listing rules governing the adoption of “clawback” policies that will require listed companies to recover erroneously awarded compensation paid to executive officers in the event of a financial statement restatement. The SEC approved these rule changes (including
Eugene McDermott
Short Extension of Clawback Policy Deadline Suggests Listed Companies Will Need to Adopt Policies by early August
On April 24, 2023, the SEC extended, for a short time, the deadline for the effectiveness of stock exchange listing requirements under the Dodd Frank Act that will require listed companies to adopt clawback policies for erroneously awarded compensation (see our prior blog post here). The bottom line is…
SEC Adopts New Restrictions on 10b5-1 Plans, Related Disclosure Requirements and Section 16 Filing Changes
On December 14, 2022, the SEC unanimously adopted cooling-off periods and other changes to how plans adopted under Rule 10b5-1 (“10b5-1 Plans”) will work going forward. Executive officers and directors of public companies frequently use 10b5-1 Plans to conduct sales of their company’s stock at a time when they have…
Charges Against Nikola Founder Provide Reminder to Use Caution in All Public Statements and Offer Governance Lessons
On July 29, 2021, both the SEC and the U.S. Attorney for the Southern District of New York announced charges against Trevor Milton, the founder, former CEO and former executive chairman of Nikola Corporation, a company engaged in the development of electric trucks. The complaint and indictment allege a series…
SEC Modernizes Disclosure Requirements
The Securities and Exchange Commission on August 26, 2020 adopted changes to the business, legal proceeding and risk factor disclosures made by public companies and companies going public. This was one of two actions taken by the SEC on that date; see our blog post describing changes to the definition…
SEC Adopts Rules for Proxy Voting Advisory Firms, Issues Supplemental Guidance for Investment Advisors
On July 22, 2020, the SEC adopted final rules on the application of its proxy solicitation rules to proxy voting advisors. (See our November 2019 blog post on the proposed rules here.) Among other things, the new rules will, for practical purposes, require these proxy advisory firms – most…
NYSE Follows NASDAQ in Temporarily Exempting Some Private Offerings From Shareholder Approval
On May 14, 2020, the NYSE adopted temporary rules that will permit its listed companies to issue more than 20% of their presently outstanding common stock in a private placement at a discount without the shareholder approval that such a transaction would normally require. Designed to address liquidity needs of…
Nasdaq Temporarily Permits Certain COVID-Related Private Offerings Without Shareholder Approval
On May 4, 2020, the Nasdaq Stock Exchange adopted a new temporary rule that permits listed companies to issue more than 20% of their presently outstanding common stock at a discount from current market prices without the shareholder approval that such a transaction would normally require.
To qualify, a listed…
Update: SEC Extends 45-Day Filing Relief Through July 1, 2020
On March 25, 2020, the SEC modified its March 4th order described here, which allowed extended filing deadlines for disclosure reports due between March 1 and April 30, 2020. The modified order covers all filings due on or before July 1, 2020.
Companies may use the 45-day extension in…
Locke Lord QuickStudy: Exemptions for your Cross-Border Deals –New SEC Guidance
On October 17, 2018, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a set of interpretations1 relating to the rules that provide an exemption from the registration requirements of the Securities Act of 1933 for certain offerings of securities by foreign…