After a false start last Wednesday, when the SEC cancelled an open Commission meeting to re-open the comment period on its 2015 clawback rule proposal, the SEC’s Commissioners unanimously approved re-opening the proposal the following day. Here’s the new release providing a 30-day comment period – and here’s a statement from SEC Chair Gary Gensler
Quick Alerts
9 Things to Learn from ISS’ Latest Investor Surveys
By Allison Handy on
Posted in Quick Alerts
Last week, ISS released the results of two investor surveys: annual benchmark survey and a climate survey. The purpose of the surveys is to help guide ISS when they update their voting policies in the next month or so. But the results are useful for companies who want to read the tea leaves about…
SEC Proposes Changes to How Funds Disclose How They Voted
By Allison Handy & Gwen Williamson on
Posted in Quick Alerts
In the making for a long time, the SEC proposed rules yesterday that would change how mutual funds disclose their proxy voting – and would require institutional investors to disclose their say-on-pay voting records for the first time. Here’s the 174-page proposing release.
It’s been 18 years since the SEC first started requiring public…
Corp Fin Posts 9 Sample Comments on Climate Disclosure
By Allison Handy on
Posted in Quick Alerts
Earlier this year, then acting SEC Chair Allison Herren Lee directed Corp Fin to focus on climate disclosure. We weren’t sure what would be the end result of such a review. Perhaps it will lead to a comprehensive report on how companies are faring. It undoubtedly will help instruct the climate disclosure rulemaking that the…
The NYSE Changes Its Related Party Transaction Rule (Again)
By Jason Day on
Posted in Blogs, Quick Alerts
A few months ago, I blogged about four things to do now that the NYSE has changed its related party transaction rule. I had mentioned that parts of the rule change were a sleeper – including the fact that the NYSE’s rule change defined “related party transaction” the same way as the SEC’s Reg S-K…
Nasdaq’s “Board Diversity” FAQs: 45 & Growing
By Allison Handy on
Posted in Blogs, Quick Alerts
A few weeks ago, I blogged about 5 things you should know about Nasdaq’s new board diversity disclosure requirement. There were a number of interpretive questions that immediately came to mind – and Nasdaq’s Staff has been great about quickly posting a set of FAQs that it adds to on a regular basis.
To access…
The SEC Brings Another Cyber Breach Disclosure Case! 5 Things to Consider
By Jason Day on
Posted in Blogs, Quick Alerts
For years, we’ve heard that the SEC’s Enforcement Division has been policing cybersecurity breach disclosures and related disclosure controls. The SEC has conducted a number of SEC investigations over that time, but very few of those have seen the light of day. We recently blogged a few times about one of those, the SEC’s Solar…
You Asked for It! An ESG Materiality Graphic
By Allison Handy on
Posted in Blogs, Quick Alerts
During our recent webcast – “The ESG Cutting Edge: Reporting & Engagement” – an audience member asked for a graphic to help explain the sometimes confusing variety of “materiality” definitions that arise when talking about ESG issues. We partnered with Argyle to create this graphic (if you want a larger version of …
5 Things to Know About Nasdaq’s Board Diversity Disclosure Requirement
By Allison Handy on
Posted in Blogs, Quick Alerts
On Friday, the SEC issued this 82-page Order approving both Nasdaq’s proposed board diversity disclosure requirement and a proposed board recruiting service proposal. Both of these proposals were originally proposed last December and then amended in February. The Nasdaq also updated this three-pager about what listed companies should know.
The amendments included several practical changes…
What’s the Value of a Comment Letter on a SEC Rulemaking? 6 Things to Know
By Broc Romanek on
Posted in Blogs, Quick Alerts
With over 6000 comment letters being submitted on the SEC’s request for comment on a possible climate disclosure rulemaking, it might be a good time to examine whether it’s worth the hassle of submitting a comment letter.
Let’s start with a little primer about the comment letter process. The Administrative Procedure Act requires federal agencies…