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On September 6, 2019, the SEC’s Division of Corporation Finance announced two notable revisions to its approach to handling no-action requests by companies seeking to exclude shareholder proposals under Rule 14a-8.
SEC Staff may decline to state a view with respect to a company’s asserted basis for exclusion.
Rule 14a-8…
On August 26, 2019, New York Governor Andrew Cuomo signed into law a significant change affecting New York’s blue sky law (the Martin Act),1 extending the period during which the Attorney General of New York can take action for violations of the Act to 6 years from the 3…
The SEC’s Inline XBRL requirements now apply to large accelerated filers. As registrants have started using Inline XBRL for their filings, a number of questions have come up. On August 20, 2019, the staff of the SEC’s Division of Corporation Finance issued 9 new Compliance and Disclosure Interpretations (CDIs) to…
On July 8, 2019, the staffs of the Division of Trading and Markets, U.S. Securities and Exchange Commission (“SEC”) and the Office of General Counsel, Financial Industry Regulatory Authority (“FINRA”) released a joint statement[1] (the “Joint Statement”) providing guidance with respect to applicable regulations relating to broker-dealer custody of…
A recent Delaware Court of Chancery decision[1] on a challenge to Goldman Sachs directors’ setting their own compensation is interesting because the court rejected the company’s attempt to make an end run around current law. The stockholder-approved compensation plan included a novel provision limiting the directors’ liability if they…
On April 18, 2019, the Financial Crimes Enforcement Network (“FinCEN”) announced1 a civil monetary penalty against an individual for operating a peer-to-peer virtual currency exchanger. FinCEN assessed a $35,350 civil monetary penalty against Eric Powers of Kern County, California for willfully violating registration and reporting requirements under the Bank…
Late last month we blogged about rule amendments adopted by the Securities and Exchange Commission that are intended to modernize and simplify disclosure requirements for public companies, including an amendment that allows registrants to redact confidential information from most exhibits without filing a confidential treatment request. On April 1, 2019,…
On April 3, 2019, the Securities and Exchange Commission’s Division of Corporation Finance (the “SEC”) issued a Statement[1] with a “Framework for ‘Investment Contract’ Analysis of Digital Assets” (the “Framework”) for the application of U.S. federal securities laws to blockchain and distributed ledger technologies.[2] The SEC also issued…
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amendments, consistent with the SEC’s mandate under the Fixing America’s Surface Transportation (FAST) Act, are based on recommendations in the staff’s FAST Act…
The SEC recently proposed allowing all issuers (not just emerging growth companies) to test-the-waters with qualified institutional investors (QIBs) and institutional accredited investors (IAIs) before and after filing a registration statement.[1] The commentary about this proposal has focused primarily on the ability to talk to investors without its being…
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