With the increased concentration of share ownership by institutional investors over the past several decades, the influence of proxy advisory firms on shareholder votes has grown dramatically, all while the proxy regulatory process has become more complex. Against this background, the US Securities and Exchange Commission issued two interpretive releases on August 21, 2019. This Legal Update focuses on the release that provided guidance regarding the applicability of certain rules promulgated under Section 14 of…

On August 8, 2019, the US Securities and Exchange Commission proposed amendments to Regulation S-K that are intended to modernize business, legal proceedings and risk factor disclosures. According to the SEC, the proposed amendments are designed to update rules to account for developments since they were first adopted or last amended and to improve the readability of disclosures for investors while discouraging repetition and disclosure of immaterial information and simplifying compliance for reporting companies. This…

On May 3, 2019, the US Securities and Exchange Commission (SEC) proposed revisions to financial statement disclosures with respect to business acquisitions and dispositions required by Regulation S-X’s Rule 3-05 (Financial Statements of Businesses Acquired or to be Acquired (Rule 3-05)), Rule 3-14 (Special Instructions for Real Estate Operations to be Acquired (Rule 3-14)), Article 11 on Pro Forma Financial Information (Article 11), and other related rules and forms. Through these proposed changes, the SEC…

With the April 2, 2019 Federal Register publication of the US Securities and Exchange Commission’s adopting release on its amendments to certain disclosure requirements of Regulation S-K and related rules and forms, the amendments regarding the redaction of confidential information in material contracts became effective. Most of the remaining amendments will become effective on May 2, 2019. In addition, the SEC staff announced guidance on the new rules and procedures for the filing of exhibits…

On March 20, 2019, the US Securities and Exchange Commission (SEC) adopted amendments intended to modernize and simplify certain disclosure requirements of Regulation S-K and related rules and forms. The amendments represent the next step in a series the SEC has taken to update and modernize the disclosure requirements in Regulation S-K. This Legal Update provides an overview of the amendments, their effective dates and related practical considerations for companies.…

Since the Jumpstart Our Business Startups (JOBS) Act was enacted in 2012, emerging growth companies (EGCs) have benefited from the opportunity to test the waters with investors and gauge interest in a potential offering. Title I of the JOBS Act amended Section 5 of the Securities Act of 1933 (the Securities Act) in order to provide that certain communications made by EGCs or persons acting on their behalf with institutional accredited investors and qualified institutional…

On February 6, 2019, the staff of the US Securities and Exchange Commission issued two identical Regulation S-K compliance and disclosure interpretations (C&DIs), which address the extent to which a director’s self-identified diversity characteristics need to be disclosed as director background or in connection with the discussion of a company’s policy with regard to the consideration of diversity in identifying director nominees. This Legal Update discusses the text of these C&DIs, along with related practical…