Changing your fiscal year-end? Why would you want to do that? This is the kind of oddball topic that might surface only once or twice during your career.
Most companies have a fiscal year-end that matches the calendar year. Their quarters end on March 31st, June 30th, September 30th and…
As a follow-up to our recent blog on the SEC moving back the deadline for that agency to act on the NYSE’s and Nasdaq’s clawback proposals, it’s worth noting that recent conversations between Corp Fin Staffers and practitioners suggest that the June 11th date is firm and will not be further extended. Since June 11th…
Here’s a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.
Unlike some more costly aspects of Sarbanes-Oxley, executive sessions of independent directors, as a group or as a committee, serve…
Another in the newbies series: In the United States, the general counsel—the top lawyer for a company—sometimes holds the title of corporate secretary, too. But in most cases, it’s in name only. In other words, the GC doesn’t really play that role within the company—it can be too demanding to be both the GC and…
Here’s the takeaway from this Client Update penned by Emily Bushaw and Elizabeth Gardner:
“The bulk of anti-DEI efforts is focused on state agencies and higher education institutions. However, private employers should take note of these efforts as well as broader attacks on ESG initiatives. To the extent that these state laws affect contracting with…
Yesterday, the SEC adopted the share repurchase disclosure rules as part of its effort to bring more transparency to corporate stock buybacks. The SEC’s proposal came out about 18 months ago, as we noted in this blog. Here’s the 207-page adopting release – and here’s the fact sheet.
Here are seven things to…
It’s quite rare for shareholder proponents to resort to the courts when the Corp Fin Staff concurs with a company that it can exclude a proposal under the Rule 14a-8 no-action letter process. But that’s what happened late last week when the National Center for Public Policy Research (known as the “NCPPR”) and two individuals…
During the proxy season, if you solicit votes for your annual meeting — other than delivering your proxy — you must file that communication with the SEC as “additional soliciting material” no later than the date of first use.
“Additional soliciting material.” Definitely one of the strangest terms of art in our field. Today, they…
Sometimes new information comes to light ahead of an annual shareholders meeting, some new disclosure that shareholders need an opportunity to digest before they cast their votes. Sometimes there could be a situation that is more drastic — think pandemic. In those cases, can a company – or should a company — postpone their annual…
The SEC has posted a notice about an open Commission meeting to be held next Wednesday during which it will consider adopting the share repurchase rules it proposed back in December 2021. This proposal included a number of controversial items, such as “real-time” reporting on Form SR. Here are the comments that the SEC received…
