Recently, I blogged about how Republican members of the House Committee on Financial Services sent this letter to the SEC asking it to retract a total of 14 adopted – and proposed – rules. In a related vein, President Donald Trump released this Presidential Memorandum last week, further implementing an executive order that was issued back on February 19th: Executive Order 14219, “Ensuring Lawful Governance …
Clawback Checkboxes on the Form 10-K Cover: Corp Fin Issues Six CDIs
A few months ago, we put out our own set of a dozen FAQs about the clawback checkboxes on the Form 10-K cover page in this blog. Now, Corp Fin has issued six CDIs on the topic. The new CDIs, which are set forth below, confirm the more informal Corp Fin guidance reflected in our prior blog and provide helpful clarifications regarding specific fact patterns. …
Paul Atkins Confirmed as New SEC Chair
Yesterday, the Senate confirmed Paul Atkins as the new SEC Chair. Acting Chair Mark Uyeda will continue at the SEC serving as a SEC Commissioner. Paul is a former SEC Commissioner, serving in that role from 2002 to 2008 and before that, worked at the SEC on the staff of then-SEC Chair Richard Breeden. So he is a rare incoming SEC Chair who is familiar …
Nasdaq’s Recommendations for a Better Capital Market
Last week, Nasdaq released this interesting paper that sets forth a set of recommendations to improve the capital markets. Nasdaq believes its recommendations not only come out at a critical time when policymakers have real concerns about the state of the public company model in the US, but also at a time when there is a real opportunity to change this dynamic. Among other …
Will the SEC Retract Its Cybersecurity Disclosure and Pay vs. Performance Rules?
Earlier this week, Republican members of the House Committee on Financial Services sent this letter to the SEC asking that it retract a total of 14 adopted – and proposed – rules. Among this list are two that Corp Fin ushered through the rulemaking process over the past few years: the cybersecurity disclosure rules and the pay-vs-performance rules. Interesting, the SEC’s climate disclosure rules are …
Delaware Enacts Sweeping Changes for Conflict Transactions and Books and Records Demands
Last week, as noted in this detailed blog by Cooley’s Cydney Posner, the sweeping – and somewhat controversial – changes to the Delaware General Corporation Law were signed into law. Now, the new “safe harbor” provisions designed to cleanse conflict transactions involving directors, officers and controlling stockholders are effective, as well as the amendments that significantly narrow the categories of information subject to a books …
SEC Loses 12% of Staff (Before the Coming Layoffs)
As noted in this Reuters article, over 600 of the staffers at the SEC have taken a buyout offer and will be leaving in the coming week or two. Many of these are senior staffers and it’s roughly 12% of the overall staff. And that’s before the round of mass layoffs that President Trump seeks as federal agencies submitted plans for these layoffs a few …
SEC’s Acting Chair Calls for Changes to SEC’s Rulemaking Processes
As noted in this excellent blog by Cooley’s Cydney Posner, Acting SEC Chair Mark Uyeda recently delivered this speech that included criticisms and recommendations for improving the SEC’s rulemaking process. Key points from the speech include:
EDGAR Next: The Need to File a Revised Form ID When Onboarding Brand New Insiders
Here’s an important point made by Cooley’s Luci Altman during this 29-minute video we recently blogged about: “If you are onboarding a new director or officer in the near term who has never had EDGAR codes or if you know your company will need to file a Form D for the first time, make sure you understand the changes to Form ID and adjust your …
What the SEC’s (Pending) Shutdown Means for You
With it looking pretty likely that the federal government will shut down at midnight tomorrow, here are 10 things you should know based on the SEC’s “operations plan during a shutdown” guidance and Corp Fin’s list of 22 shutdown FAQs: