Yesterday, the Senate, in a vote largely along party lines, approved the nomination of Gary Gensler to be the new chair of the Securities and Exchange Commission (SEC).  Gensler, a former Goldman Sachs executive who also ran the Commodities Futures Trading Commission during the Obama administration, is expected to lead the SEC in a different direction from that of former chair Jay Clayton. Gensler’s appointment as the chair of the SEC breaks the 2-2 deadlock…

Institutional investors and proxy advisory firms continue to develop and refine their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional investors and proxy advisory firms are also increasingly focusing on racial and ethnic diversity as part of their evolving approach to board diversity. This post is a summary of published board diversity policies of certain institutional investors and proxy advisory firms into a…

Fittingly, the Securities and Exchange Commission (SEC) came into March like a lion. In addition to numerous SEC enforcement actions being filed this month, there were important developments with respect to the SEC’s enforcement and examination programs.  This notice briefly describes three of these SEC developments. March 3:  SEC Division of Examinations Releases 2021 Examination Priorities The SEC’s Division of Examinations (formerly the Division of Compliance and Examinations) released its 2021 Examination Priorities.  The…

There has been significant discussion lately about the need to restrict or improve the disclosure of trades made by corporate executives under 10b5-1 plans. In late 2019, I co-authored a series for Corporate Counsel discussing why public companies should consider updating their insider trading policies and training (see below with links to the article series).  In part three of the series, I discussed the regulatory focus on 10b5-1 plans, the stock trading plans that corporate…

I was quoted in an article published by The Wall Street Journal examining how companies are reporting the financial impact of COVID-19 in disclosures. Regulating bodies have warned they will be closely monitoring disclosures this year to ensure companies are not misleading investors about the true positive and negative financial effects of the pandemic. According to data provided in the article, only one in 10 of the companies that reported an adjusted figure for EBITDA…

Growing in popularity, special purpose acquisition companies (SPACs) continue to pique investor interest as an attractive mechanism through which a private company can raise growth capital and become a publicly traded entity. In 2020, the number of SPAC IPOs quadrupled from 2019 and 2021 is currently outpacing 2020 activity. Please join Bass, Berry & Sims and Perella Weinberg Partners on March 4 at 11 a.m. Central for a complimentary webinar exploring the ins and outs…

Bass, Berry & Sims attorneys Kevin Douglas, Eric Knox and Sehrish Siddiqui were co-presenters alongside Stephanie Bignon, Assistant General Counsel, Delta Air Lines and Priya Galante, Vice President, Assistant General Counsel & Assistant Secretary, AutoZone at the Society for Corporate Governance’s Southeastern Chapter webinar earlier this month. This program, titled, “Preparing for the Upcoming Proxy Season: Public Company Reporting & Disclosure Considerations,” provides companies with practical guidance on key securities laws developments impacting public companies,…