Just in time to make your Labor Day more interesting? OIRA has listed the SEC’s proposal to reform executive compensation disclosures – meaning that agency is reviewing that rule proposal. And as we noted in this blog, even though OIRA has 90 days to complete a review, it often takes a fraction of that time. So we may well see the SEC’s proposal by next …
NYSE Proposes Extending Internal Audit Transition Period
A few weeks ago, the SEC published this notice for public comment over this NYSE proposal extending the transition period for newly listed companies to establish an internal audit department from one year to five years. Five years would give newly public companies more time to develop a meaningful program at a time when they are upgrading accounting systems and internal controls, adding personnel, and …
Section 16 Insiders Owe an “Annual EDGAR Confirmation”? You Might Not Know That…
Did you know that each of your Section 16 insiders – as well as companies themselves – are required to file annual EDGAR confirmations? This requirement kicked in when EDGAR Next officially launched last year. Here are six FAQs that I drummed up pulling information from this SEC EDGAR web page:
Here It Is! Corp Fin Won’t Process Rule 14a-8 No-Action Requests of Any Kind…
Corp Fin is completely out of the shareholder proposal business! As we predicted a little while back, Corp Fin announced today that it will no longer process no-action requests under Rule 14a-8 going forward. This position now even includes requests made under Rule 14a-8(i)(1) “not a proper subject” (which the Staff was open to processing over the past year – but they never received a …
A Harbinger of DOJ Antitrust Actions Against ISS and Glass Lewis?
Just as the rise of AI (and other factors) seem to have lessened the impact of ISS and Glass Lewis on voting decisions during the proxy season, the DOJ’s Antitrust Division withdrew a position – as stated in a Business Review Letter from 1987 – that it had no intention to bring action under the antitrust laws upon the formation of ISS way back when. …
Texas Stock Exchange Proposes Bold Proposal to Overhaul Broker Voting
As Liz recently blogged, the Texas Stock Exchange has proposed replacing the current broker discretionary voting system with a mandatory proportional voting framework for all uninstructed shares held by brokers on behalf of beneficial owners. Here are seven things to know about the proposal: 1. End of Broker Discretion – Under the proposal, brokers would no longer be permitted to cast discretionary votes on uninstructed …
Proposed Reg E-Delivery: Impact on Employer Obligations for Equity Comp
Here’s an excerpt from this Cooley Alert penned by Ali Murata, Michael Bergmann and Dillon Jones: “Federal securities laws impose delivery obligations on companies in connection with director and executive incentive equity compensation programs – from Form S-8 prospectuses to equity award agreements and even tender offer materials. Now, those rules may change in a significant way. The SEC recently proposed Regulation E-Delivery, a sweeping …
European Commission Adopts Revised EU CSRD Reporting Standards
Here’s the intro from this Cooley Alert penned by Emma Bichet, Rebecca Halbach and Jack Eastwood – check out the full alert for 13 key take-aways: “On July 3rd, the European Commission adopted a delegated act setting out revised European Sustainability Reporting Standards (ESRS) and a delegated act setting out voluntary reporting standards for smaller companies. The revised ESRS will replace the previous version of …
24-Hour Trading: Nasdaq’s FAQs and SEC’s Roundtable
Given the number of questions we’re fielding from clients about “24-hour” trading – which really is 23 hours long – it makes sense that the Nasdaq has populated its “Global Trading Hours” Hub with 18 FAQs on global trading hours and 13 FAQs on corporate actions. In addition, the SEC just announced it will host a roundtable about preparing for 24-hour trading on September 17th …
The SEC’s Proposed Regulation E-Delivery: Impact on Proxy Season
Following up on last week’s blog about the SEC’s e-delivery proposal, here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Luci Altman, Justin Kisner and Reid Hooper: “Impact on proxy season For public companies, the proposal’s most immediate practical impact falls on the annual proxy process. Transitions to default electronic delivery of proxy statements and annual meeting materials could …