Last Friday, Corp Fin issued four new Exchange Act CDI 121H.01-04 to provide some guidance relating to the new clawback rules that the SEC adopted in October. The first of these CDIs provides guidance on Form 10-K checkboxes, which is useful to understanding this transition period for the new rules. The new CDI states:
Quick Alerts
Corp Fin Clarifies Compliance Dates for New Section 16 Amendments
As described in our earlier blog, the SEC adopted amendments to Rule 16b-3 last month requiring that dispositions by gift of securities previously permitted to be reported on a deferred basis on Form 5 will soon be required to be reported within two days on Form 4.
As reported on Section16.net, Corp Fin apparently…
Corp Fin Renee Jones to Leave; Erik Gerding Promoted
Last week, the SEC announced that Corp Fin Director Renee Jones would be leaving the SEC in several weeks and return to her old faculty job at Boston College Law School. Even though Renee served in that role at the SEC for less than two years, she shepherded as many rulemakings as someone would typically…
Glossy Annual Reports: Time to File Them Electronically!
As we blogged back then, the SEC changed its rules last summer to finally mandate the Edgar filing of those few forms that were still being permitted to be filed in paper – mainly Form 144s and glossy annual reports. At the time, the SEC provided a six-month transition period for electronic filings of glossy…
The SEC’s Final Climate Disclosure Rules: Appears to Be Coming Soon
The SEC’s latest Reg Flex Agenda is out. And for those in the throes of the proxy season already, you may not want to read any further. For it seems like the SEC intends to finalize a number of significant rulemakings over the next few months. We’ve barely had time to digest the Rule 10b5-1…
BlackRock’s Proxy Voting Updates: Mostly Standing Pat
A few weeks ago, BlackRock released its 2023 proxy voting guidelines for U.S. securities – as well as an updated set of its “Investment Stewardship Global Principles.” Here is BlackRock’s summary of those Global Principles and its market-specific voting guidelines (including the U.S. guidelines mentioned above).
The big news is that there…
Board Diversity: Nasdaq Clarifies Timing for New Rules
A few days ago, Nasdaq filed a rule change with the SEC that was declared effective immediately. This rule change was filed to simplify the deadline language of the board diversity listing standards that were adopted in August 2021. The diversity matrix disclosure aspect of the standards became effective in 2022. But, the listing standard…
Preparing for the 2023 Public Company Reporting Season
In anticipation of the upcoming annual reporting and proxy season, this comprehensive new Update from Allison Handy, Erin Gordon, Kristina Daniels, Andrew Pence and Ken Nelson highlight the most significant new rules, policy changes, and proposed rules that you need to know. The Update addresses the following topics:
SEC Adopts Amendments to Rule 10b5-1: 8 Things to Know
Yesterday, the SEC adopted new rules that:
- Amend Rule 10b5-1 to add new conditions to the availability of the affirmative defense to insider trading liability,
- Impose new disclosure requirements for periodic reports, proxy and information statements regarding insider trading policies, trading plans of insiders and option grant practices, and
- Amend Section 16 filing requirements.
Here…
Non-GAAP: Corp Fin Updates Its CDIs
Yesterday, Corp Fin announced it has updated its non-GAAP CDIs, some of which are entirely new CDIs and some of which involve modifying existing ones. Unfortunately, the seven CDIs aren’t marked up on the SEC’s site to indicate the changes – but John Jenkins has done that work for us in this TheCorporateCounsel.net blog.