At an Open Commission Meeting last week, the SEC approved a 20-page policy statement reversing a longstanding policy that the Staff wouldn’t accelerate the effectiveness of a registration statement if the company’s bylaws had a provision mandating arbitration. The SEC also made a related change to Rule 431(e) of the Rules of Practice so that the delegated authority for the Staff to declare registration statements …
Corp Fin Blesses ‘Opt-In’ Standing Voting Instruction Program for Retail Holders
Recently, Corp Fin’s Office of Mergers & Acquisitions issued this notable no-action relief to ExxonMobil to enable retail holders of the company to provide standing instructions to have their votes cast at annual shareholder meetings in support of the board’s recommendations. Here’s a WSJ article about the program. This type of program might be attractive to those companies that have large numbers of retail holders …
SEC Chair Atkins Urges IFRS Foundation to Forego ISSB Support
Recently, SEC Chair Paul Atkins delivered this wide-ranging speech that included a warning that the SEC may reconsider its rules allowing foreign companies to file financials using IFRS due to the IFRS Foundation’s formation and backing of the International Sustainability Standards Board (ISSB). Chair Atkins also noted “significant concerns” with the EU’s new sustainability reporting and due diligence regulations, including the CSRD and CSDDD, citing …
Corp Fin’s Priority: President Trump’s Push to End Quarterly Reporting With the SEC
As noted in this Reuters article, President Trump called for an end to quarterly reporting with the SEC yesterday to ease burdens on companies and instead move to a semi-annual reporting model. Here are seven things to consider (hat tip to Cooley’s Brad Goldberg for his help):
SEC Likely to Adopt Policy No Longer Prohibiting Mandatory Arbitration Bylaws
The SEC has calendared an Open Commission Meeting for this Wednesday during which it will consider whether to issue a policy statement addressing the presence of a provision requiring arbitration of investor claims arising under the Federal securities laws and its impact on decisions whether to accelerate the effectiveness of a registration statement. If the SEC does adopt such a policy, it would reverse a …
Jim Moloney Named As Corp Fin Director!
Wow. Wow. Wow. Jim Moloney is returning to the East Coast to serve as Corp Fin Director as noted in this press release from the SEC. It’s a great choice and I’m glad that Jim is willing to give up his Orange County lifestyle to come back to cold winters. I worked with Jim at the SEC and anyone who knows him can attest to …
“Rationalization of Disclosure Practices” on the Latest Reg Flex Agenda
The era of SEC Chair Paul Atkins’s tenure has been off to a blistering start – dating back to when Commissioner Mark Uyeda was Acting Chair – and the latest Reg Flex Agenda indicates that changes continue to be afoot that should benefit companies. Atkins issued this statement to explain the Reg Flex Agenda in which he notes his priorities of: As I’ll be blogging …
EDGAR Next: The SEC Staff’s Informal Set of FAQs
Recently, the SEC Staff posted the archive of a video they just made about EDGAR Next that included a number of questions that were submitted live via chat and answered by the Staff. These questions are answered starting at the 50:42 mark of the video, going all the way to the 1:35:00 mark. In total, five questions were answered. I’ve taken the transcript for those …
Court Issues Preliminary Injunction for the Texas Proxy Advisor Law
I recently blogged about how back in June, Texas passed a law – known as “Senate Bill 2337” – that mandates certain disclosures when proxy advisors recommend casting a vote for “non-financial reasons” or provide conflicting advice to multiple clients. I noted that the law takes effect on September 1st – and that ISS and Glass Lewis had filed lawsuits trying to block the new …
Nevada Takes First Steps Towards Forming a Business Court
At the end of July, the Chief Justice of the Nevada Supreme Court proposed the adoption of a rule that would create a Commission to look into creating a business court in the two largest judicial districts in Nevada. Here is the court’s docket on that rulemaking, which includes comment letters from interested parties. A hearing was held on the proposal a few days ago, …