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Tag Archives: SEC

The missing (hyper) link

Posted in Disclosure Guidance, SEC

If you have ever had to search for an exhibit originally filed with the SEC years ago, you know it can take forever, particularly when the exhibit consists of an original document that has been amended several times, each amendment having been separately filed. You will soon have to search no more, because the SEC… Continue Reading

SEC Staff’s Thanksgiving Gift: No Turkey

Posted in Bob's Upticks, Disclosure Guidance, SEC

As noted in a recent post, the future of SEC regulation – and perhaps even of the SEC itself – is uncertain in the wake of Donald Trump’s election.  However, the SEC Staff, a smart, decent and hardworking group, continues to stick to its knitting despite the turmoil. The most recent example of the Staff’s… Continue Reading

A modest proposal about more modest proposals

Posted in Bob's Upticks, Corporate Governance, investor empowerment, SEC, Shareholder proposals

It remains to be seen whether the new administration will actually drain the swamp or do away with political correctness, but one hope that some of us have – regardless of our views on the election – is that the SEC may finally get around to some issues that have been on the back burner… Continue Reading

The SEC’s brave new (Trump) world

Posted in Bob's Upticks, Corporate Governance, investor empowerment, SEC, Shareholder proposals

In the wake of the election of Donald Trump as the next President, there has been a lot of speculation about the effect of a Trump administration on securities law and corporate governance.  Looking into a crystal ball is always risky, but here are some observations. Conflict Minerals:  It’s too soon to tell whether Dodd-Frank… Continue Reading

The SEC Keeps On Keeping On

Posted in Disclosure Guidance, SEC

In the midst of the chaos of the presidential election, vicious attacks from Senator Warren, and goodness knows what else, the SEC continues to crank out requests for comment, rules and interpretations. It’s the latter category that has attracted our attention lately, as the Staff has focused on some technical matters that securities counsel have… Continue Reading

Moving Rapidly into the 90s

Posted in Bob's Upticks, Disclosure Guidance, SEC

If you’ve been reading our posts (and probably even if you haven’t), you should know by now that the SEC has launched a “disclosure effectiveness” initiative and has already taken actions to make some disclosures more “effective”.  One such action was the publication of a 341-page “concept” release asking hundreds of questions about whether and… Continue Reading

To 13G or not to 13G

Posted in Disclosure Guidance, SEC

On July 14, the SEC Staff published a new Compliance and Disclosure Interpretation clarifying when an investor who may not be entirely passive may nonetheless remain eligible to file a beneficial ownership report on Schedule 13G rather than Schedule 13D.  Anyone who has tried to dance on the head of that pin will be relieved,… Continue Reading

Smaller gets bigger

Posted in Disclosure Guidance, SEC

In recent years, the SEC – frequently due to Congressional mandates – has reduced the amount of disclosure that smaller public companies must provide.  Most recently, on June 27, the SEC proposed yet another rule that would reduce disclosure burdens by enabling more companies to qualify as “smaller reporting companies,” or “SRCs.” The proposal would… Continue Reading

Coming soon to an SEC filing near you: board diversity (but not sustainability…for now)

Posted in Announcements, Bob's Upticks, Corporate Governance, Disclosure Guidance, Diversity, investor empowerment

In a June 27 speech to the International Corporate Governance Network, SEC Chair Mary Jo White engaged in a bit of full disclosure herself: “I can report today that the staff is preparing a recommendation to the Commission to propose amending the rule to require companies to include in their proxy statements more meaningful board… Continue Reading

Challenge to Regulation A+ Denied

Posted in Capital Raising

Good, but not surprising, news for issuers considering a Regulation A+ offering. Back in May 2015, Massachusetts and Montana sued the SEC in an attempt to invalidate the Regulation A+ rules.  Montana had attempted to obtain an injunction to prevent the Regulation A+ rules from going into effect last June, but was denied.  Now, the… Continue Reading

The SEC’s summer menu

Posted in Bob's Upticks, Disclosure Guidance, SEC

In recent weeks, the SEC has given public companies some new menu items, including the following: On June 1, the SEC adopted an “interim final rule” that permits companies to include a summary of business and financial information in Annual Reports on Form 10-K.  The rule implements a provision of the Fixing America’s Surface Transportation… Continue Reading

Senator Warren strikes again

Posted in Bob's Upticks, SEC

It’s almost exactly one year to the day since I took Senator Elizabeth Warren to task for what I believed was an unwarranted and particularly vicious attack on the SEC – or, rather, Chair White’s tenure at the SEC.  Apparently, Senator Warren decided to celebrate the anniversary with another attack on the SEC and Chair… Continue Reading

Mind the GAAP

Posted in Accounting, Bob's Upticks, Disclosure Guidance, SEC, SEC Enforcement

Until recently, I’ve firmly believed that the SEC’s use of the bully pulpit can be effective in getting companies to act – or refrain from acting – in a certain way.  Speeches by Commissioners and members of the SEC Staff usually have an impact on corporate behavior.  However, the use of non-GAAP financial information –… Continue Reading

They’re back…

Posted in Bob's Upticks, Disclosure Guidance, SEC

Those of you who’ve been following my postings know that I’m not a fan of Congressional interference in the workings of the SEC. Well, those same wonderful folks who’ve garnered the lowest opinion ratings in history are at it again. First, you may recall that Congress acted a few weeks ago to avoid another federal… Continue Reading

Conflict management: the Staff Legal Bulletin on shareholder proposals

Posted in Disclosure Guidance, Proxy access, Shareholder proposals

The SEC has issued its much-anticipated Staff Legal Bulletin on two rules impacting shareholder proposals. You can find the SLB here. The SLB looks a bit more benign than some had feared; in other words, it’s got some bad news, but the good news is that it’s not as bad as some feared. Rule 14a-8(i)(9)… Continue Reading

Pay ratio disclosure: Myths and madness

Posted in Bob's Upticks, Compensation, Corporate Governance, Disclosure Guidance, SEC

It’s done. On August 5, the SEC adopted final rules that will require publicly traded companies to disclose the ratio of the CEO’s “total compensation” to that of the “median employee.” We’re still wending our way through the massive (294 pages) adopting release, but one piece of good news (possibly the only one) is that… Continue Reading

 Summer doldrums in DC? Not so much!

Posted in Accounting, Bob's Upticks, Compensation, Disclosure Guidance, PCAOB, SEC

For those who think nothing ever gets done in Washington, last week must have been a challenge. From outward appearances, both the SEC and the PCAOB seem to be working overtime, possibly in order to ruin our holiday weekend or at least lay some guilt on us for not spending the weekend reading what they’ve… Continue Reading

A dispatch from the front lines (with SEC Chair White telling us to wave the white flag)…

Posted in Bob's Upticks, Corporate Governance, No-action letters, SEC, Shareholder proposals

Last week I attended the National Conference of the Society of Corporate Secretaries and Governance Professionals in Chicago. It was a great conference – wonderful, substantive programs and a chance to catch up with many friends and colleagues. With some exceptions. One exception was the opening speech by SEC Chair Mary Jo White. Now don’t… Continue Reading

Warren vs. SEC

Posted in Bob's Upticks, SEC

Unless you’ve been off the grid, you’ve surely read about the kerfuffle between Senator Elizabeth Warren and SEC Chair Mary Jo White (here’s an example). It seems that Senator Warren is unhappy that the SEC, under Chair White’s leadership, hasn’t done enough. Specifically – among other things – it hasn’t adopted a bunch of rules… Continue Reading

The third horseman leaves the paddock

Posted in Bob's Upticks, Compensation, Disclosure Guidance

It shouldn’t come as a surprise to anyone nerdy enough to be reading this blog that the Dodd-Frank Act mandated SEC rulemaking in four areas relating to the disclosure of executive compensation: pay ratio, hedging, clawbacks, and pay-for performance. These items have been variously referred to as the “four horsemen” (as in apocalypse) or the… Continue Reading

Marketplace lending: A hot new industry looking for crowdfunding

Posted in Capital Raising

Marketplace lending surely had its day in the sun in 2014.  Peer-to-peer lending, which now goes by the term marketplace lending, took a big step forward last year.  We saw the IPO of Lending Club rocket in its first day of trading on December 11, 2014 by first pricing above the range at $15 per… Continue Reading

There ought to be a law

Posted in Bob's Upticks, SEC Enforcement

A great deal has been written about the recent reversal of two insider trading convictions.  Specifically, the U.S. Court of Appeals for the Second Circuit threw out the convictions of Todd Newman and Anthony Chiasson, hedge fund traders found guilty at the District Court level. The press reports have treated the reversal as a major… Continue Reading

What’s good for the goose…

Posted in Bob's Upticks, Corporate Governance, SEC Enforcement

A few weeks ago – “From the same wonderful folks who brought you conflict minerals (among other things)” – I complained about Senator Blumenthal’s attempt to tell the SEC what to regulate and how to regulate it.  I had an equal and opposite reaction to the recent news that Commissioner Gallagher and former Commissioner Grundfest… Continue Reading

You heard it here first

Posted in Bob's Upticks

In my first UpTick (“How about never?  Does never work for you?”), I questioned statements by SEC Chair White that the remaining corporate governance rulemakings under Dodd-Frank would be out by year-end.  Well, the SEC has now updated its regulatory rulemaking agenda and – lo and behold – final action on the pay ratio rule… Continue Reading