Anyone who follows the SEC knows that the agency has been cranking out new rule proposals at what appears to be a record pace. The proposals address a wide variety of issues, such as giving public companies the ability to report semi-annually rather than quarterly; substantially reducing required disclosures for all but the largest public
I suspect that many readers of this blog have read any number of blog posts, articles, and other materials on the SEC’s proposal to make quarterly reporting optional. (I myself have previously written two posts – here and here – on the subject.) Many of these materials point out the potential benefits and risks of
The SpaceX IPO is now history, but Senator Elizabeth Warren may not be happy about it. A few days before the IPO was completed, Senator Warren sent a letter to SEC Chair Paul Atkins about the IPO. The letter is full of impassioned (some might say melodramatic) prose about the horrors that await those who
In April, the SEC took one of its first steps to revise the rules governing public company disclosures and transactions, when it issued an exemptive order permitting certain all-cash tender offers for equity securities to close in as few as 10 business days, rather than the minimum of 20 business days specified in the rules.
The SEC has indicated that it is fast-tracking President Trump’s “suggestion” that quarterly reporting be eliminated. While it is unclear how the elimination of quarterly reporting will be implemented, one thing seems clear: unless the SEC increases the number of items that trigger an 8-K filing (or something close to that), there will likely be
The good news is that the administration is reported to be working on an executive order to restrict proxy advisory firms. The bad news is that the administration is reported to be working on an executive order to restrict proxy advisory firms.
If the preceding paragraph seems contradictory, read on.
I am no fan of
The new, improved SEC was just beginning to show its stuff when the federal government shut down on October 1. In the weeks before the shutdown, the SEC had, among other things, approved ExxonMobil’s innovative program enabling retail investors to provide standing voting instructions (see our E-Alert on the subject) and dropped its opposition to
There has been no lack of news since the President was re-inaugurated in January. However, until very recently, little of the news seemed to be coming from the SEC. Perhaps that is because the new SEC Chair, Paul Atkins, was not sworn in until April 21 (happy birthday to me) or for some other reason
It’s early days, but I’m pleased to report that the optimism I expressed about the SEC in the aftermath of the 2024 election may have been warranted. At a minimum, the actions taken by the SEC since January 20 demonstrate support for the issuer community, an interest in pursuing the traditional goals of the SEC, and a willingness to help those of us who advise clients with respect to SEC rules and the many interpretations of those rules.
What the Commissioners Are Saying
First, on January 27, Commissioner Hester Peirce spoke before the Northwestern Securities Regulation Institute. Her remarks were witty (as always) and, for the most part, spot on, to the point that I considered copying them here. (I haven’t, though I have copied some of her choice remarks below.) I do take issue with a few of her remarks (also as always), including her view that a corporation’s singular focus should be on building value for shareholders; it seems to me that it is not possible to build value without focusing on other constituencies such as customers, suppliers, and – yes – even the community at large. Those matters aside, Ms. Peirce made the following good points, among others:
Continue Reading So Far, So Good
For those of us who are unhappy or worse about the outcome of the 2024 presidential election, fearing (among other things) that we are about to enter a modern incarnation of the dark ages, I respectfully suggest that the time has come to light a candle rather than curse the darkness.
The candle is rather limited and simple: whatever else may happen during the next Trump administration, there’s a fair chance that those of us who practice securities law will find the SEC a lot more pleasant (or less unpleasant) to deal with.
Continue Reading Lighting a Candle