In a recent post, we examined the growing clash within the SEC over whether to mandate and standardize disclosure by public companies of business impacts and risks associated with Environmental, Social, and Governance (ESG) concerns.  Some at the SEC pushed for more standardized, comparable, and reliable disclosure of issuers’ exposure ESG risks.  Others, including former Chairman Jay Powell, pushed back, arguing that current disclosure rules, which  already require companies to disclose material risks, were…

The SEC recently proposed to exempt certain finders from federal requirements to register as a broker Massachusetts regulators are opposed to the relief and retain state remedies for unregistered broker activity The SEC recently proposed to grant an exemption to certain “finders” who would otherwise be required to register as brokers under the Securities Exchange Act of 1934. The relief is conditioned on compliance with specific limits on their activities. While the proposal is undoubtedly…

What you need to know about this IPO alternative On December 22, 2020, the Securities and Exchange Commission (SEC) approved a NYSE rule that permits an issuer, at the time of an initial listing on the NYSE, to conduct a primary offering as part of a direct listing without conducting a firm commitment underwritten offering.  On the same date, Nasdaq submitted a substantially similar rule proposal that would, if approved by the SEC, permit a…

Over the past decade, there has been an unprecedented shift in investor focus toward the analysis use of Environmental, Social and Corporate Governance (ESG) risks and impacts in investment decision-making.  While the Securities & Exchange Commission has acknowledged this shift, it has to date resisted calls for the adoption of standards governing issuers’ disclosure of ESG risks. Outgoing SEC Commissioner Jay Clayton has repeatedly offered his view that the SEC already requires companies to disclose…

The Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 14a-8, effective January 4, 2021 increasing the economic interest of the shareholder/proponent for eligibility to submit a shareholder proposal for inclusion in an issuer’s proxy statement for its shareholders’ meetings. A link to the adopting release as published in the Federal Register on November 4, 2020 is available here. These are the first significant amendments to Rule 14a-8 in over 35 years.…