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Articles by Bryan Pitko
SEC Adopts Rule Amendments To Modernize Disclosures Of Business, Legal Proceedings, And Risk Factors
To print this article, all you need is to be registered or login on Mondaq.com. The SEC adopted amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K. These disclosure items have not undergone significant revisions in over 30 years.
Preliminary Planning For The 2021 Proxy Season
To print this article, all you need is to be registered or login on Mondaq.com. Our preliminary list of important planning considerations for the 2021 proxy season is set forth below. Directors' and Officers' Questionnaires; Committee Charters We have identified only a few possible changes to date for D&O questionnaires and committee charters for the 2020 proxy season.
SEC Modifies Shareholder Proposals Framework
To print this article, all you need is to be registered or login on Mondaq.com. On September 23rd, the Commission adopted rules altering the shareholder proposals submission (and re-submission) framework under Rule 14a-8 of the Exchange Act for the first time in over twenty years.
SEC Harmonizes And Improves Exempt Offering Framework
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SEC Harmonizes and Improves Exempt Offering Framework | JD Supra
The SEC adopted final rules which the SEC believes harmonizes, simplifies, and improves the complex exempt offering framework.
SEC Proposes Expanded Exemption for “Finders” | JD Supra
At an open meeting of the Securities and Exchange Commission on October 7th, the Commission approved issuance of a proposed conditional exemptive order that would allow “finders” to engage with accredited investors in connection with a private securities offering without registering as brokers under the Exchange Act. The regulatory status of finders has been a recurring issue for businesses accessing the private capital markets.
Preliminary Planning for the 2021 Proxy Season | JD Supra
Our preliminary list of important planning considerations for the 2021 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters We have identified only a few possible changes to date for D&O questionnaires and committee charters for the 2020 proxy season. As noted in previous years, the Tax Cuts and Jobs Act eliminated the exception to IRC §162(m) for performance-based compensation, subject to a transition rule.
SEC Modifies Shareholder Proposals Framework | JD Supra
On September 23rd, the Commission adopted rules altering the shareholder proposals submission (and re-submission) framework under Rule 14a-8 of the Exchange Act for the first time in over twenty years.
SEC Adopts Rule Amendments to Modernize Disclosures of Business, Legal Proceedings, and Risk Factors | JD Supra
The SEC adopted amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K. These disclosure items have not undergone significant revisions in over 30 years. The final amendments: Revise the requirements to discuss the general development of the business to be largely principles-based, requiring disclosure of information material to an understanding of the general development of the business.
SEC Rulemaking Expands Accredited Investor Definition | JD Supra
On August 26, 2020, the Securities and Exchange Commission adopted amendments and issued a related order to expand the definition of “accredited investor” under Rule 501(a) of the Securities Act to include natural persons with certain professional certifications, designations; credentials issued by an accredited educational institution, including Series 7, Series 65, and Series 82 licenses; and other credentials which the Commission may designate from time to time by order.
SEC Adopts Final Rules Regarding Proxy Advisors | JD Supra
Proxy voting advice businesses, or PVABs, have come to play an important role in the proxy voting process by providing an array of voting services that can help investment advisers and institutional investor clients manage their substantive and procedural proxy voting needs.
SEC Updates COVID-19 Reporting Guidance | JD Supra
The SEC’s Division of Corporation Finance (Division) has issued disclosure guidance in the form of CF Disclosure Guidance: Topic No. 9A addressing COVID-19 disclosure considerations regarding operations, liquidity and capital resources. The Guidance supplements CF Disclosure Guidance Topic 9 which provided the Division’s initial views on disclosure and other securities law obligations that companies should consider with respect to COVID-19 and related business and market disruptions.
SEC Simplifies Accounting Disclosures for "Significant" M&A Transactions | JD Supra
The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation, Rule 3-05 of Regulation S-X generally requires a registrant to provide separate audited annual and unaudited interim pre-acquisition financial statements of that business.
SEC Simplifies Accounting Disclosures for “Significant” M&A Transactions | JD Supra
The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation, Rule 3-05 of Regulation S-X generally requires a registrant to provide separate audited annual and unaudited interim pre-acquisition financial statements of that business.
SEC Simplifies Accounting Disclosures for “Significant” M&A Transactions | Lexology
The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation, Rule 3-05 of Regulation S-X generally requires a registrant to provide separate audited annual and unaudited interim pre-acquisition financial statements of that business.
NYSE Adopts Temporary Rule Modifying Shareholder Approval Requirements for Equity Issuances | JD Supra
The SEC has approved, effective immediately, new Section 312.03T of the NYSE Listed Company Manual. Section 312.03T provides a limited, temporary exception from the shareholder approval requirements in Section 312.03(c), accompanied, in certain narrow circumstances, by a limited exception from Sections 312.03(a) and (b) and Section 303A.08. The exception in Section 312.03T is available until and including June 30, 2020.
A Guide to Public Companies and Bankruptcy | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
Nasdaq Provides Temporary Relief From Shareholder Approval Rules for Certain Securities Issuances | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
Minnesota Governor Signs Executive Order Regarding Annual Meetings of Minnesota Public Companies | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
NYSE Waives Shareholder Approval Requirements in Response to COVID-19 | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
Disclosure Guidance: Topic 9 – SEC Publishes Guidance on COVID-19 Disclosure and Securities Law Obligations | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
Delaware Supreme Court Finds Federal Forum Selection Provisions are Facially Valid | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Amends Filer Definitions; Provides SOX 404(b) Relief for Certain SRCs | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
Expanded Analysis: SEC Amends Accelerated Filer and Large Accelerated Filer Definitions, Provides SOX 404(b) Relief | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Proposes to Update the Definition of “Accredited Investor” | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Proposes Changes to Shareholder Proposal Rules and Those Governing Proxy Advisors | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Proposes Changes to Shareholder Proposal Rules and Rules Governing Proxy Advisors | JD Supra
At an open meeting on November 5th, SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals process under Rule 14a-8 with respect to the bases upon which issuers can seek to omit shareholder proposal from their proxy materials.
New SEC Rule Permits All Issuers to “Test-the-Waters” | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
Preliminary Planning for the 2020 Proxy Season | JD Supra
Our preliminary list of important planning considerations for the 2020 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters We have identified only a few possible changes to date for D&O questionnaires and committee charters for the 2020 proxy season.
Changes to D&O Questionnaires for 2020 Proxy Season | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
Changes to D&O Questionnaires for 2020 Proxy Season | Lexology
We have identified only a few possible changes to date for D&O questionnaires for the 2020 proxy season. New rules adopted to implement the FAST Act clarify that registrants may, but are not required to, rely only on Section 16 reports that have been filed on EDGAR (as well as any written representations from the reporting persons) to assess whether there are any Section 16 delinquencies to disclose.
SEC Proposes to Modernize Disclosures of Business, Legal Proceedings and Risk Factors | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Proposes to Modernize Disclosures of Business, Legal Proceedings, and Risk Factors | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
Delaware Reaffirms Entire Fairness Standard for Review of Director Compensation | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
Delaware Reaffirms Entire Fairness Standard for Review of Director Compensation | Lexology
Quoting both a nearly 70-year-old decision and a nearly 30-year-old SNL skit, the Delaware Court of Chancery, in Stein v. Blankfein et al, reaffirmed that in most circumstances decisions of directors awarding director compensation are subject to review under the entire fairness standard. The Court also addressed the possibility of stockholder waiver of application of that standard to future director actions, but did not conclude as to whether such a waiver was even possible.
SEC Proposes to Modify Filer Definitions and Obligations under SOX 404(b) | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC to Consider Modifying Filer Definitions; Obligations Under SOX 404(b) | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Proposes to Amend Financial Disclosures Regarding M&A Transactions | JD Supra
The SEC has proposed rule amendments that revise required financial disclosure upon the acquisition and disposition of businesses in M&A transactions.
NYSE Revises Shareholder Approval Rules for Certain Issuances of Securities | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
NYSE Revises Shareholder Approval Rules for Certain Issuances of Securities
MAKING SENSE OF DODD-FRANK The Dodd-Frank Act has broad and deep implications that will touch every corner of financial services and multiple other industries. This site, developed and maintained by attorneys at Stinson Leonard Street, is dedicated to making sense of this complex legislation and helping businesses understand how it will affect them specifically.
Quick Reference for FAST Act Changes to Form 10-K, 10-Q, 8-K and Proxy Statements | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SCOTUS Finds Investment Banker Liable for Cutting and Pasting Fraudulent Statement | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
The PCAOB Wants to Talk to the Audit Committee Chair—Now What? | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Streamlines Regulations with FAST Act Rules | JD Supra
The Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations. Accordingly, the SEC has adopted final amendments to its rules that are intended to modernize and simplify certain disclosure requirements in Regulation S-K, and related rules and forms, in a manner that reduces the costs and burdens on registrants while continuing to provide all material information to investors.
SEC Streamlines Regulations with FAST Act Rules
by Steve Quinlivan, Bryan Pitko and Jaclyn Schroeder | March 24, 2019 The Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations.
The PCAOB Wants to Talk to the Audit Committee Chair – Now What? | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC proposes to Expand Test-the-Waters Communications to all Issuers | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Proposes to Expand “Test-the-Waters” Communications to all Issuers | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
No Action Relief Prompts Clarification from SEC Chair on Mandatory Arbitration | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Finalizes Dodd-Frank Hedging Rules | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
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