• Skip to main content
  • Skip to primary sidebar

Securities Regulation and Corporate Governance Monitor

  • Home
  • About
  • Editors
  • Topics
  • Subscribe
  • Home
  • About
  • Editors
  • Topics
  • Subscribe

SEC Chairman Jay Clayton Delivers First Public Remarks Since Confirmation

July 13, 2017 | Posted by Andrew L. Fabens; James J. Moloney Topic(s): Corporate Governance; Securities Regulation

In his first public speech since being confirmed as Chairman of the U.S. Securities and Exchange Commission (“SEC” or “the Commission”), Jay Clayton addressed the Economic Club of New York on July 12, 2017.  In his remarks, available here, Chairman Clayton discussed his vision of the principles that should guide the Commission and opportunities to apply those principles in practice.

Read More

SEC Economist Comments on New Technologies Used by the Commission to Identify Risk, Detect Fraud and Enforce the Securities Laws

June 30, 2017 | Posted by Andrew L. Fabens; James J. Moloney Topic(s): Audit Committee; Corporate Governance; Securities Regulation

Last week Scott Bauguess, Acting Director and Acting Chief Economist of the Securities and Exchange Commission’s (SEC) Division of Economic Risk and Analysis, shared insights about how the SEC is leveraging artificial intelligence and machine learning to track, and perhaps predict, emerging risks in the marketplace.[1]  In the latest in a series of speeches,[2] Bauguess also described how the SEC is using big data, harnessed with the appropriate processing power and partnered with human intuition, to focus investigative and enforcement resources.  While Bauguess and others at the SEC see a bright future for data analytics at the SEC, particularly in identifying emerging trends, Bauguess stressed the human element is ever important in assessing risk, combatting fraud and bringing or recommending enforcement actions.

Read More

SEC Significantly Expands Confidential Review of Registration Statements

June 30, 2017 | Posted by Stewart McDowell; Andrew L. Fabens; Elizabeth A. Ising; James J. Moloney; Peter Wardle Topic(s): JOBS Act; Miscellaneous

Will Allow Confidential Submission of All Registration Statements for IPOs, Spin-Offs and Most Offerings Within 12 Months of an IPO or Spin-Off The Securities and Exchange Commission (“SEC”) announced[1] on Thursday that its the Staff of the Division of Corporation Finance (the “Staff”) will soon allow all companies to submit initial public offering (“IPO”) draft registration statements for confidential review. This change expands a benefit previously reserved for Emerging Growth Companies (“EGCs”), and is specifically aimed at encouraging more companies to enter the public market.  The SEC also announced that it will review draft registration statements submitted by non EGCs that omit financial statements that the issuer reasonably believes will not be required when the registration statement is filed publicly, and indicated a willingness to discuss expedited reviews with issuers and their advisors. 

Read More

Changes Coming to Governance Provisions of New York Nonprofit Law

May 22, 2017 | Posted by Lori Zyskowski Topic(s): Audit Committee; Corporate Governance

Amendments to New York’s Not-For-Profit Corporation Law are set to take effect on May 27.  The amendments impact several provisions of The New York Nonprofit Revitalization Act (“NRA”), which imposed substantial governance requirements on nonprofits when it took effect in 2014.  The amendments build greater flexibility into aspects of the NRA that were viewed as overly broad or prescriptive.  Key elements of the amendments are summarized below.  A redline showing the changes to the statutory language is available here. Nonprofits incorporated in New York, and other nonprofits that may be subject to the Not-For-Profit Corporation Law due to their activities, should take note of the amendments and consider whether changes to their governance practices and documents are appropriate. 1.      Related party transactions.  The NRA provides for enhanced board oversight of related party transactions.  The amendments explicitly permit an authorized committee of the board to review and approve related party transactions, as an alternative to full board approval.  They also codify exceptions to the definition of “related party transaction” that are based on guidance previously issued by the Charities Bureau of the New York Attorney General’s office (available here).  These exceptions mean that immaterial or ordinary course transactions are no longer subject to the board/committee approval procedures under the NRA.  Specifically, the exceptions cover: (a) transactions that are themselves “de minimis” or where the related party’s financial interest is de minimis, with the judgment of what is de minimis to be left to individual nonprofits based on factors such as size and budget; (b) transactions that “would not customarily be reviewed” by the board at “similar organizations in the ordinary course of business” and that are available to others on the same or similar terms; and (c) transactions where a related party receives a benefit as a result of being a member of a class that benefits from the nonprofit’s work, where the benefit is available to all similarly situated members of the class on the same terms.  The amendments also create a defense to actions brought by the New York Attorney General challenging related party transactions.  The defense allows nonprofits to take steps to ratify transactions that were not approved in accordance with the procedures in the NRA, and to enhance their mechanisms for complying with these procedures in the future, in order to limit the possibility of adverse actions against nonprofits for inadvertent or insignificant violations of the related party provisions. 2.      Audit committee independence requirements.  The amendments modify the definition of “independent director,” which applies to directors serving on the audit committee, by amending the standard on business relationships between a nonprofit and entities where directors (or their relatives) have relationships.  Currently, this standard prohibits a director from being independent if the director is an employee of, or has a substantial financial interest in, an entity that does business with the nonprofit, if the amount of business exceeded the lesser of $25K or 2% of the other entity’s consolidated gross revenues in any of the last three fiscal years.  The amendments provide tiered thresholds that are tied to the revenues of the other entity, as follows:

Read More

SEC Revises Cover Page of Exchange Act and Other Forms and Revises Other Rules Under JOBS Act

April 12, 2017 | Posted by Ronald O. Mueller Topic(s): JOBS Act; Securities Regulation

Today, new rules became effective that change the cover page of many forms filed with the Securities and Exchange Commission (the “SEC”).  The SEC has adopted technical amendments to conform certain rules and forms to self-executing provisions of the Jumpstart Our Business Startups Act (the “JOBS Act”).  The SEC’s adopting release is available here.  Although the rule changes were driven by the need to accommodate Emerging Growth Companies (“EGCs”) in the SEC’s reporting regime, the amendments affect the Securities Act registration forms and Exchange Act reporting forms used by all companies, even those that are not EGCs.  The technical amendments apply to Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, 10, 8-K, 10-Q, 10-K, 20-F, 40-F and C.

Read More

SEC’s Division of Corporation Finance Suspends Enforcement of Certain Conflicts Minerals Requirements

April 9, 2017 | Posted by Lori Zyskowski; James J. Moloney; Ronald O. Mueller Topic(s): Dodd Frank; Securities Regulation

It has been an eventful week for those following the conflict minerals rules in the news.  The United States District Court for the District of Columbia issued final judgment in the long-running conflicts minerals litigation (detailed here) and, following a statement by Acting Chairman Piwowar, the Division of Corporation Finance has issued a blanket statement that it will not recommend enforcement of some of the most burdensome requirements of the rules (available here).

Read More

SEC Adopts Amendment Shortening Trade Settlement Cycle From T+3 to T+2 (potential implications)

March 25, 2017 | Posted by Andrew L. Fabens; James J. Moloney; Peter Wardle; Stewart McDowell Topic(s): Corporate Governance; Securities Regulation

The SEC has adopted an amendment to Rule 15c6-1(a) of the Exchange Act (the Settlement Cycle Rule) shortening the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (“T+3”) to two business days after the trade date (“T+2”).  The compliance date for the amendment is September 5, 2017.  The new requirement will prohibit broker-dealers from effecting or entering into a contract for the purchase or sale of a security (other than exempted securities, government securities, municipal securities, commercial paper, bankers’ acceptances, and commercial bills) that provides for payment of funds and delivery of securities later than the second business day after the date of the contract, unless otherwise expressly agreed to by the parties at the time of the transaction.

Read More

Non-Voting Shares Make Their Public Debut and Generate Some Governance Concerns, but How Will Courts View the Structure When First Presented?

March 12, 2017 | Posted by James J. Moloney; Elizabeth A. Ising; Peter Wardle; Stewart McDowell Topic(s): Corporate Governance; Securities Regulation

On March 1, 2017, Snap Inc. (“Snap” or the “Company”) – owner of the popular social media platform Snapchat – priced its highly anticipated initial public offering (“IPO”). With 200 million shares sold at $17 per share, the IPO raised approximately $3.4 billion for the Company. On their first trading day, Snap shares opened at $22.41 per share and peaked as high as $28.84 the following day. As of March 10, shares closed at $22.07, above its initial offering price, but below its opening trading price. As the largest IPO of any U.S.-based company since Facebook’s public offering in 2012, many investors’ primary focus here has been on the complete lack of voting privileges associated with the shares sold in the IPO. 

Read More

SEC Adopts Requirements for Active Hyperlinks In Exhibit Indexes

March 7, 2017 | Posted by Stewart McDowell; Andrew L. Fabens; Peter Wardle Topic(s): Securities Regulation

The SEC has adopted final rules requiring an active hyperlink to each filed exhibit identified in the exhibit index of most Securities Act and Exchange Act registration statements and reports that are required to include exhibits under Item 601 of Regulation S-K.  The rules become effective on September 1, 2017 (though the adopting release encourages early compliance), provided that smaller reporting companies and non-accelerated filers that submit filings in ASCII format need not comply with the rules until September 1, 2018.  The new requirements will apply to Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, SF-1, SF-3, 10, 10-K, 10-Q, 8-K, F-10, 20-F and 10-D (though the compliance date for Form 10-D will be announced at a later date).  The requirement will not apply to other forms under the multi-jurisdictional disclosure system used by certain Canadian issuers or to Form 6-K, as exhibits and exhibit indexes are not required by those forms. 

Read More

SEC Brings Enforcement Action for Deficient Disclosure of Financial Advisors’ Fee Arrangements

February 17, 2017 | Posted by James J. Moloney Topic(s): Securities Regulation

On February 14, 2017, the U.S. Securities and Exchange Commission (the “SEC”) announced the settlement of an enforcement action against CVR Energy, Inc. (“CVR” or the “Company”).  The SEC brought action against the Company for its failure to disclose adequately the material terms of its fee arrangements with two investment banks in connection with the financial advisory services each bank provided to CVR during the pendency of a hostile tender offer launched by an activist.  See CVR Energy, Inc., Exchange Act Release No. 80039 (February 14, 2017).

Read More
  • « Go to Previous Page
  • Page 1
  • Interim pages omitted …
  • Page 19
  • Page 20
  • Page 21
  • Page 22
  • Page 23
  • Interim pages omitted …
  • Page 49
  • Go to Next Page »

Primary Sidebar

Topics

Audit Committee

Capital Markets

Compensation Committee

Corporate Governance

Disclosure

Dodd Frank

Environmental/Climate Change

ESG

EU Regulation

Executive Compensation

FCPA

Financial Statements

Human Capital Management

India Regulation

Investment Act/Investment Advisors Act

IPOs

JOBS Act

M&A

Miscellaneous

Private Placements

Proxy Access

Proxy Statements and Annual Meetings

Registered Securities Offerings

Registration Statements

Say on Pay

Securities Regulation

Shareholder Proposals

UK Regulation

Underwriters and Agents

Whistleblower Rules

Editors

Lauren M. Assaf-Holmes

J. Alan Bannister

Aaron K. Briggs

Michael Collins

Boris Dolgonos

Mellissa Campbell Duru

Andrew L. Fabens

Sean C. Feller

Tull Florey

Gina Hancock

Krista P. Hanvey

Hillary H. Holmes

Elizabeth A. Ising

Thomas J. Kim

David Korvin

Stella Kwak

Brian J. Lane

Ari Lanin

Julia Lapitskaya

Robert B. Little

Cynthia M. Mabry

Stewart McDowell

Gregory Merz

James J. Moloney

Ronald O. Mueller

Michael K. Murphy

Ekaterina (Kate) Napalkova

Justine Robinson

Michael Scanlon

Eric Scarazzo

Gerry Spedale

Jack Strachan

Michael A. Titera

Tracey Tomlinson

Harrison Tucker

Peter Wardle

David C. Ware

Robyn Zolman

Lori Zyskowski

Useful Links

  • Gibson Dunn Website
  • Society of Corporate Secretaries & Governance Professionals
  • Institutional Shareholder Services
  • New York Stock Exchange
  • NASDAQ
  • SEC
  • Conference Board’s Center for Corporate Governance
  • Glass Lewis & Co., Inc.
  • The Corporate Counsel
  • CompensationStandards.com
  • Romeo & Dye’s Section 16.net
  • Harvard Law School Forum on Corporate Governance and Securities Regulation
  • National Association of Corporate Directors
  • Columbia Law Blue Sky
  • COVID-19 Resources for Public Companies
  • ESG Resources for Public Companies

Archives

Subscribe to Updates
RSS Feed
  • Privacy Statement
  • Cookie Notice
  • Contact Us
© 2025 Gibson, Dunn & Crutcher LLP. All rights reserved.