Public companies planning to grant stock options, SARs or similar option-like instruments to executive officers in 2024 should consider whether to avoid the windows in which a new disclosure requirement under SEC rules applies. See SEC Release 33-11138. Companies
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Public Companies Should Pay Attention to the Corporate Transparency Act
By Rob Evans
Public Companies are Exempt, But . . .
Public companies have an exemption from the filing requirements under the new Corporate Transparency Act (CTA) reporting rules. The public company exemption applies to companies that are required to file reports with…
Tighter SEC Cybersecurity Incident Disclosure Requirements Go into Effect Today
By Rob Evans
The new SEC cybersecurity rules (Release No. 33-11216), codify and build on earlier SEC guidance on cybersecurity risks and incidents and require specific cybersecurity-related disclosures.
The new requirements include:
- Disclosures within 4 business days of material cybersecurity incidents
…
Exchanges Extend Clawback Policy Deadline to December 1
Last week, each of the major stock exchanges filed proposed changes to their listing rules governing the adoption of “clawback” policies that will require listed companies to recover erroneously awarded compensation paid to executive officers in the event of a…
M&A Broker Exemption Update
By Rob Evans
We are updating our March 6, 2023 QuickStudy that discussed the new statutory exemption under section 15(b)(13) of the Securities Exchange Act of 1934 from broker registration that allows unregistered M&A advisers to provide M&A advice and services in certain…
SEC Adopts Revised Stock Buyback Disclosure Requirements
By Rob Evans
On May 3, 2023, the SEC adopted final rules relating to corporate stock buybacks. The new rules have some significant differences from those the SEC proposed in December 2021. While the new rules do require significantly greater detail about daily…
Short Extension of Clawback Policy Deadline Suggests Listed Companies Will Need to Adopt Policies by early August
On April 24, 2023, the SEC extended, for a short time, the deadline for the effectiveness of stock exchange listing requirements under the Dodd Frank Act that will require listed companies to adopt clawback policies for erroneously awarded compensation (see…
Updating Clawback Policies
By Rob Evans
The public comment period for the new NYSE and Nasdaq listing standards requiring public companies to have expanded clawback policies ended on April 3, 2023. The new standards will require listed companies to have clawback policies that provide for the…
Further Update on Validating Defective Corporate Actions
Following our February 24 post, we learned that representatives of accounting firms sought advice from the SEC on whether they can rely solely on Section 205 Orders to confirm valid issuance of outstanding shares as to which there is…
Update on Validating Defective Corporate Action
By Rob Evans
On February 14, we reported that a number of Delaware corporations, mostly those resulting from deSPAC transactions, have petitioned the Court of Chancery to validate their increases in authorized shares and other corporate actions due to their failure to seek,…