Free Writings + Perspectives

News and Views on Securities Regulation and Capital Formation

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Seminar: 2nd Annual Executive Compensation University

By Michael Kraines on August 14, 2019

September 10 and October 3, 2019 Please join us in either Chicago or New York for our 2nd Annual Executive Compensation University. During this half-day program, we will explore tax, employment and securities issues impacting executive compensation and hear from leading Mayer Brown lawyers about the changing regulatory landscape as they provide practical, business-focused guidance on dealing with these challenges. The program will cover such areas as: Common executive compensation mistakes to avoid Disclosure issues…

Free Writings + Perspectives

SEC Proposes to Modernize Business, Legal Proceedings and Risk Factor Disclosures

By Laura D. Richman & Robert F. Gray Jr. on August 14, 2019

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…

Free Writings + Perspectives

SEC Open Meeting on Proxy Related Matters

By Anna T. Pinedo on August 14, 2019

The Securities and Exchange Commission announced an open meeting for August 21st in order to consider: guidance regarding the proxy voting responsibilities of investment advisers under Rule 206(4)-6 under the Investment Advisers Act of 1940, as well as to consider whether to publish an interpretation and related guidance regarding the applicability of certain rules, which the Commission has promulgated under Section 14 of the Securities Exchange Act of 1934, to proxy voting advice. See the…

Free Writings + Perspectives

Nasdaq Rule Changes to Initial Listing Standards Related to Liquidity Effective

By Anna T. Pinedo on August 9, 2019

Earlier this spring, the Nasdaq Stock Exchange (the “Nasdaq”) filed a proposed amendment (the “Amendment”) of its initial listing standards with the Securities and Exchange Commission (the “SEC”). The SEC approved the changes to Nasdaq’s initial listing standards in July 2019, and these changes became effective this week, on August 5, 2019. The Nasdaq amended the requirements for entry onto its exchange based on the characterization of a security as “unrestricted” or “restricted.” Previously, securities…

Free Writings + Perspectives

Regulation S-K Amendments Proposed

By Anna T. Pinedo on August 8, 2019

Despite the cancellation of the open meeting, the Securities and Exchange Commission proceeded to vote to propose amendments to certain Regulation S-K disclosure requirements. The proposed amendments relate only to Items 101 (description of business), 103 (legal proceedings) and 105 (risk factors). This does not fully address all of the aspects of Regulation S-K that were part of the Commission’s Concept Release. Here is a link to the Fact Sheet and to the proposing release…

Free Writings + Perspectives

Open Meeting Cancelled

By Anna T. Pinedo on August 7, 2019

We had previously blogged regarding an August 8, 2019 open meeting to be held by the Securities and Exchange Commission to consider amendments to the business related disclosure requirements of Regulation S-K. The open meeting has been cancelled.…

Free Writings + Perspectives

Regulation S-K Business and Risk Factor Changes?

By Anna T. Pinedo on August 2, 2019

The Securities and Exchange Commission announced an open meeting for August 8th to consider whether to propose rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures required by Regulation S-K. Readers will recall that the Commission had published a concept release (see: https://bit.ly/1Y52Baz) a little over three years ago seeking comment on Regulation S-K business and financial statement requirements. The concept release followed on the heels of the Commission’s…

Free Writings + Perspectives

Bills Promoting Board Diversity Advance in Congress

By Martín M. Estrada on July 30, 2019

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Earlier this month, the U.S. House Financial Services Committee passed, with overwhelming bi-partisan support, three bills to promote gender, racial and ethnic diversity on corporate boards. Although there has been progress in diversifying board representation in recent years, the rate of change is slow. The Alliance for Board Diversity reported that among Fortune 500 companies, over 80% of new board directors in 2017 were white men and that among Fortune 100 companies, minority men have…

Free Writings + Perspectives

FINRA Proposed Amendments to Rules 5130 and 5131

By Anna T. Pinedo on July 29, 2019

FINRA proposes to amend Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings) and Rule 5131 (New Issue Allocations and Distributions), which are known as the spinning and withholding rules and which were adopted after the dotcom bust. The proposed rule change would exempt additional categories of persons from the restrictions of the rules–for example, the proposed rule change would incorporate the definition of “family member” and “family client” under the…

Free Writings + Perspectives

FINRA Corporate Financing Rule Amendment

By Anna T. Pinedo on July 29, 2019

Earlier this month, FINRA responded to comments submitted regarding proposed amendments to Rule 5110 (see: https://bit.ly/2MlXCU4) and filed an amended proposal with the Securities and Exchange Commission (see: https://bit.ly/31bECMr). Exhibit 4 shows the changes proposed in this Partial Amendment No. 1 in a blacklined version. In Partial Amendment No. 1 FINRA is, among other things: Modifying the requirement to file a description of any securities of the issuer acquired and beneficially owned by…

Free Writings + Perspectives

News and Views on Securities Regulation and Capital Formation

Blog Authors

Seminar: 2nd Annual Executive Compensation University

SEC Proposes to Modernize Business, Legal Proceedings and Risk Factor Disclosures

SEC Open Meeting on Proxy Related Matters

Nasdaq Rule Changes to Initial Listing Standards Related to Liquidity Effective

Regulation S-K Amendments Proposed

Open Meeting Cancelled

Regulation S-K Business and Risk Factor Changes?

Bills Promoting Board Diversity Advance in Congress

FINRA Proposed Amendments to Rules 5130 and 5131

FINRA Corporate Financing Rule Amendment

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