The Staff of the Division of Corporation Finance released guidance regarding the process for seeking extensions of confidential treatment.  There is a new short form application for issuers that have previously received a confidential treatment order.  Here is a link to the new short form application:  https://www.sec.gov/divisions/corpfin/short-form-extension-requests.pdf.  The one-page document requires that the issuer affirm that the most recently considered application continues to be true, complete and accurate regarding the information for which the…

In mid-March, the Securities and Exchange Commission adopted additional amendments that simplify disclosure requirements.  These amendments, which become effective in the spring, are responsive to the rulemaking mandate in the Fixing America’s Surface Transportation (FAST) Act. During this session, David S. Bakst and Anna T. Pinedo of Mayer Brown LLP will discuss: The SEC’s disclosure effectiveness initiative The changes brought about by the 2018 disclosure amendments adopted in part as a result of the FAST…

In a recent paper, referenced above, author JB Heaton analyzes the extent to which the ability of corporations to return capital to their shareholders through dividends and repurchases results in substantial social costs. As a result, he argues that it would be beneficial to restrict dividend payments and share repurchases.  Heaton notes that dividend and share repurchases:  dramatically increase the riskiness of corporate debt, diverting large resources into credit monitoring and speculation; require a…

In a recent paper, “Equity Crowdfunding and Governance: Toward an Integrative Model and Research Agenda,” Douglas J. Cumming, Tom Vanacker, and Shaker A. Zahra consider the governance mechanisms in equity crowdfunded offerings.  Venture-backed companies generally have an established governance mechanism.  Public companies also have elaborate governance frameworks.  Usually, companies that rely on equity crowdfunded offerings generally attract smaller holders, who may be unsophisticated (relative to venture or private equity investors) and may not be…

Institutional investors continue to express concerns regarding dual class share structures.  The Council of Institutional Investors has petitioned the Nasdaq Stock Market to change its listing rules in order to require that Nasdaq-listed companies with dual share classes incorporate a sunset provision in their charter.  The CII letter cites a growing consensus in favor of sunset provisions.  The letter also cites an increasing number of companies that had time-based sunset provisions. The CII letter recommends…

The PCAOB recently published Staff guidance that sets out the Staff’s views relating to implementing the critical audit matters (CAMs) requirement.  In its piece, “Implementation of Critical Audit Matters: the Basics,” the Staff notes that for large accelerated filers the CAMs requirement will become effective for audits of fiscal years ending on or after June 30, 2019.  The requirements will apply to all other companies for audits for fiscal years ending on or after…

The PCAOB recently released its 2019 Staff Inspections Outlook for Audit Committees.  During its 2019 inspections, the PCAOB has said that its inspections will focus on among other things: Technological developments affecting audits, including the use of software audit tools, and responses to risks associated with cybersecurity breaches; Audit firm responses to past inspection findings; and Audit procedures on new accounting standards, including internal control effects related to revenue recognition and lease accounting. The…