Topic: Corporate Governance

Direct Listing Update: Revised Proposal for Primary Offerings

December 13, 2019 | Posted by Hillary H. Holmes Topic(s): Corporate Governance; Miscellaneous; Securities Regulation

On December 3, 2019, Gibson Dunn published A Current Guide to Direct Listings discussing, among other things, a proposal submitted to the U.S. Securities and Exchange Commission (SEC) by the New York Stock Exchange (NYSE)that would permit a privately-held company to conduct a direct listing in connection with a primary offering. On December 6, 2019, the NYSE withdrew its proposal (as reported in An Interim Update on Direct Listing Rules) and was expected to submit a revised proposal consistent with past proposals related to direct listings. On December 12, 2019, the NYSE submitted the revised proposal.

An Interim Update on Direct Listing Rules

December 11, 2019 | Posted by J. Alan Bannister; Hillary H. Holmes Topic(s): Corporate Governance; Miscellaneous; Securities Regulation

On December 3, 2019, Gibson Dunn published A Current Guide to Direct Listings discussing, among other things, a proposal submitted to the U.S. Securities and Exchange Commission (SEC) on November 26, 2019 by the New York Stock Exchange (NYSE) that would permit a privately held company to conduct a direct listing in connection with a primary offering, potentially creating a new on-ramp to the public capital markets in the United States.

A Current Guide to Direct Listings

December 4, 2019 | Posted by J. Alan Bannister; Hillary H. Holmes Topic(s): Corporate Governance; Miscellaneous; Securities Regulation

Direct listings have increasingly been gaining attention as a means for a private company to go public. In our most recent memo available here, we provide a summary of the current requirements for direct listings on the NYSE and Nasdaq and of NYSE’s recent proposal to amend its direct listing rules to allow primary offerings through the NYSE in conjunction with direct listings. We also explore the potential benefits and risks associated with direct listings.

Division of Corporation Finance Unveils Further Details on Its Process for Responding to Shareholder Proposal No-Action Requests

November 24, 2019 | Posted by Ronald O. Mueller; Lori Zyskowski; Elizabeth A. Ising Topic(s): Corporate Governance; Proxy Statements and Annual Meetings; Shareholder Proposals

On November 21, 2019, the Division of Corporation Finance (the “Division" or “Staff") of the Securities and Exchange Commission (“SEC") provided additional detail on how it will process responses to shareholder proposal no-action requests under Rule 14a-8. As discussed in our prior posts, available here and here, in September 2019 the Division announced that, starting with the 2019-2020 shareholder proposal season, it may respond orally instead of in writing to some no-action requests, and in some cases its response may indicate that it is declining to state a view on whether a proposal satisfies the requirements of Rule 14a-8 or is properly excludable.

SEC Staff Announces Significant Changes to Shareholder Proposal No-Action Letter Process

September 9, 2019 | Posted by Elizabeth A. Ising; Ronald O. Mueller; Michael A. Titera; Aaron K. Briggs Topic(s): Corporate Governance; Proxy Statements and Annual Meetings; Securities Regulation

On September 6, 2019, the Division of Corporation Finance (the “Staff") of the Securities and Exchange Commission (“SEC") announced[1] two significant procedural changes for responding to Exchange Act Rule 14a-8 no-action requests that will be applicable beginning with the 2019-2020 shareholder proposal season:

Desktop Calendar of SEC Deadlines for 2020 Now Available

August 21, 2019 | Posted by Hillary H. Holmes; Andrew L. Fabens; Peter Wardle; Stewart McDowell; James J. Moloney; Elizabeth A. Ising; Lori Zyskowski Topic(s): Audit Committee; Corporate Governance; Miscellaneous; Securities Regulation

This is a smart time of year to confirm plans for SEC reporting and capital markets transactions in 2020. To assist public companies in keeping track of the various filing deadlines, we have prepared a desktop reference calendar that sets forth filing deadlines for many SEC reports. To assist companies with planning capital markets transactions, including IPOs, our calendar also provides the staleness dates (i.e., the last date financial statements may be used in a prospectus or proxy statement without being updated).

SEC August 21 Open Meeting To Address Issues Related To Proxy Advisory Firms

August 13, 2019 | Posted by Ronald O. Mueller; Elizabeth A. Ising; Lori Zyskowski; Michael A. Titera; Aaron K. Briggs Topic(s): Corporate Governance; Proxy Statements and Annual Meetings; Securities Regulation; Shareholder Proposals

The SEC announced that it will hold an open meeting on Wednesday, August 21, 2019 at 10:00 AM eastern time. There are two matters on the agenda, available here, which, although not specifically referring to proxy advisory firms, appear to address reliance on voting recommendations issued by such firms, and the conditions such firms must satisfy to rely on an exemption from the proxy rules.

SEC Proposes to Modernize Disclosures of Business, Legal Proceedings, and Risk Factors

August 12, 2019 | Posted by Hillary H. Holmes; James J. Moloney; Michael A. Titera Topic(s): Corporate Governance; Proxy Statements and Annual Meetings; Securities Regulation

On August 8, 2019, the Securities and Exchange Commission (“SEC") announced that it voted to propose amendments to Regulation S-K (available here) seeking to modernize and simplify the required disclosures by public companies, investment advisors, and investment companies (the “Proposed Amendments"). The Proposed Amendments form part of the SEC’s ongoing efforts to simplify disclosure requirements, and, with the exception of Legal Proceedings, emphasize a more flexible, principles-based approach as opposed to prescriptive requirements. “The world economy and our markets have changed dramatically in the more than 30 years since the adoption of our rules for business disclosures by public companies. Today’s proposal reflects these significant changes, as well as the reality that there will be changes in the future," said Chairman Jay Clayton. “I applaud the staff for their efforts to modernize and improve our disclosure framework, including recognizing that intangible assets, and in particular human capital, often are a significantly more important driver of value in today’s global economy. The proposals reflect a thoughtful mix of prescriptive and principles-based requirements that should result in improved disclosures and the elimination of unnecessary costs and burdens."

SEC to Host Roundtable on Short-Termism on July 18

July 12, 2019 | Posted by Hillary H. Holmes; Brian J. Lane; James J. Moloney; Michael A. Titera Topic(s): Audit Committee; Corporate Governance; JOBS Act; Securities Regulation

The Securities and Exchange Commission has announced (available here) that it will hold a roundtable on July 18, 2019, to hear from investors, issuers and other market participants about short-termism’s impact on capital markets and whether the reporting system or other SEC regulations should be changed to address those concerns. The event will begin at 12:30 p.m. ET in the SEC’s headquarters and be open to the public in person and via live webcast on SEC.gov, as well as archived for later viewing. The agenda and access information are available here. The roundtable is related to a request for comment that the SEC published in December 2018, when the SEC announced it may be reconsidering quarterly reporting (our post about that SEC request for comment on quarterly reporting is available here).

SEC To Propose Shareholder Proposal and Proxy Advisory Firm Rule Amendments

May 24, 2019 | Posted by Elizabeth A. Ising; Ronald O. Mueller Topic(s): Corporate Governance; Dodd Frank; Proxy Statements and Annual Meetings; Shareholder Proposals

On May 22, 2019 the SEC released its Spring 2019 Regulatory Flexibility Agenda (Reg Flex Agenda), available here. The Reg Flex Agenda identifies rulemaking projects that the SEC expects to address, and classifies those projects as being either in the “Proposed & Final Rule Stages," which reflects those that the SEC expects to propose over the coming year, and “Long-Term Actions," which includes those that the SEC is more likely to address over a longer timeframe.