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
Proxy Statements
NYSE Also Extends Relief From Price-Based Listing Requirements
The NYSE extended the cure periods available to listed companies who have fallen out of compliance with ongoing listing requirements based on their share prices. Beginning April 21, 2020, the extension will give more time to a number of companies whose stock price and market capitalization have suffered since the…
ISS and Glass Lewis Announce Flexibility In Corporate Governance Policies During COVID-19 Crisis
ISS and Glass Lewis have issued guidance on their corporate governance voting policies that adds flexibility to reflect the realities of the impact of the COVID-19 crisis and the challenges in responding to it. Public companies will want to consider this guidance since many institutional investors are influenced in their…
SEC Supplements Guidance for Conducting Shareholder Meetings
On April 7, 2020, the SEC modified its March 13th guidance described here, addressing the effect of the coronavirus (COVID-19) on annual shareholder meetings.
The modified guidance notes that issuers encountering delays in printing and mailing a full set of their physical proxy materials may choose to furnish their…
NYSE Gives Temporary Relief to Listed Companies for Private Placements with Insiders
In times of economic distress, insiders can sometimes be the only source of capital for a company with urgent liquidity needs. Applying lessons learned in the 2008-2009 financial crisis to the current COVID-19 market disruptions, the NYSE temporarily relaxed its shareholder approval rules on April 6, 2020, effective immediately and…
Federal Reserve Will Become a Direct Lender to Corporations and an Investor in Corporate Bond Markets
As part of its response to the COVID-19 crisis, on March 23, 2020, the Board of Governors of the Federal Reserve System announced a number of new programs designed to limit credit market disruption. Two of these new programs put the Federal Reserve in an unprecedented role as a direct…
SEC Issues Year-End Guidance for Audit Committees
On December 30, 2019, the SEC issued a Statement of the Chairman, the Director of the Division of Corporation Finance and the Chief Accountant to remind audit committees, in anticipation of the year-end financial reporting season, of their responsibilities and to assist them by identifying some specific areas of focus.…
Delaware Decision Reminds Directors to Oversee Public Disclosures
Delaware law usually protects directors in making good faith business decisions. However, sometimes the failure of directors to oversee a company’s compliance with legal requirements will be so troublesome that this is not the case – providing the basis for a “Caremark claim.” In a recent decision, the Delaware Court…
Third Circuit Clarifies Board Observers Are Not Subject to Section 11 Liability
It is common for investors in venture capital and private equity transactions, and in other investment arrangements, as a condition to their investment, to have rights to appoint board observers when director representation is not available. An unanswered question has been the extent to which a board observer has liability…
Inline XBRL: Corp Fin Issues 9 New Interpretations
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…