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Articles by Sandra Flow
The SEC Takes Action on Proxy Advisory Firms
For more than a decade, the SEC has been wrestling with whether and how to regulate the activities of the proxy advisory firms – principally ISS and Glass Lewis – that have come to play such an important role in shareholder voting at U.S. public companies. On July 22, 2020, the SEC adopted rules and interpretive guidance that, together, are probably as far as it will go.
COVID-19 In Q2 Reporting – What The SEC Is Looking For - Coronavirus (COVID-19) - United States
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ISS Issues Additional Voting Policy Guidance In Response To COVID-19 Pandemic
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First Quarter Earnings And COVID-19: SEC Officials Ask For More
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SEC Chief Accountant Weighs In On Accounting Issues During The COVID-19 Outbreak
To print this article, all you need is to be registered or login on Mondaq.com. On April 3, 2020, the SEC's Chief Accountant, Sagar Teotia, issued a Statement on the Importance of High-Quality Financial Reporting in Light of the Significant Impacts of COVID-19 (the "OCA Statement").
Html.Raw(Glass Lewis Expands Report Feedback Statement Service - Corporate/Commercial Law - United States)
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SEC Urges More Disclosure in First-Quarter Earnings Reports Amid the Pandemic
The Securities and Exchange Commission and its senior staff have put out a succession of releases that combine some relief, some guidance and some warnings. The SEC Coronavirus (COVID-19) Response page is available here. The latest in the series came on Wednesday, April 8, in the form of a long, forceful public statement published on the SEC’s website by Jay Clayton, the SEC Chair, and Bill Hinman, the Director of the Division of Corporation Finance.
Html.Raw(New SEC Coronavirus Actions - Corporate/Commercial Law - United States)
To print this article, all you need is to be registered or login on Mondaq.com. On March 25, 2020, due to the continuing impact of COVID-19, the SEC issued an order extending its previously-issued conditional relief from certain Exchange Act reporting requirements and proxy delivery requirements.
ISS Issues Additional Voting Policy Guidance in Response to COVID-19 Pandemic
On April 8, Institutional Shareholder Services (“ISS”) published additional guidance on application of its benchmark voting policies amid the COVID-19 pandemic.[1] ISS had previously issued its 2020 benchmark policies update to be applied for shareholder meetings on or after February 1, 2020.[2] Noting the societal and economic uncertainty wrought by COVID-19 since its prior update, ISS provides further guidance focused on four key areas: Annual General Meeting (“AGM”) Issues; Poison Pills,...
SEC Chief Accountant Weighs in on Accounting Issues During the COVID-19 Outbreak
On April 3, 2020, the SEC’s Chief Accountant, Sagar Teotia, issued a Statement on the Importance of High-Quality Financial Reporting in Light of the Significant Impacts of COVID-19 (the “OCA Statement”).
Glass Lewis Expands Report Feedback Statement Service
On April 2, 2020, Glass Lewis announced the global expansion of its Report Feedback Statement (“RFS”) service.[1] This service operates separately from the process for companies reporting factual errors or omissions in a research report and instead focuses on differences of opinion, allowing companies and shareholder proposal proponents to respond directly to Glass Lewis’s research and recommendations.[2] The RFS service was first introduced during the 2019 proxy season as a pilot program for...
Cuomo Executive Order Gives New York Corporations Relief On Physical Annual Meetings
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New SEC Coronavirus Actions: Extended Conditional Relief for Filing Deadlines, New Disclosure Guidance, Temporary Relief for EDGAR Form ID Applications | LexBlog
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On March 25, 2020, due to the continuing impact of COVID-19, the SEC issued an order extending its previously-issued conditional relief from certain Exchange Act reporting requirements and proxy delivery requirements. In particular, the March 25 order provides U.S. public companies with a 45-day extension to file or furnish certain filings otherwise due between March 1 and July 1, 2020.
By Sandra Flow, Nick Grabar, Francesca L. Odell, Helena K. Grannis, Elena Vespoli, David López Verified
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LexBlog
UPDATE: Coronavirus & Virtual Annual Meetings
This is an updated version of our prior post to address a new guideline issued by Glass Lewis. With rising concerns around the spread of COVID-19 (“coronavirus”) in the United States and globally, in order to mitigate health risks, many public companies may consider adding a virtual component to the format of their annual shareholder meetings. In the United States, state law generally governs the availability of a virtual meeting format.
Glass Lewis Revised Guideline Regarding Virtual Meetings for 2020 Proxy Season
Glass Lewis recently announced an update of its guidelines, which temporarily relaxes its standard policy against virtual meetings in light of COVID-19.
Coronavirus & Postponing/Adjourning Annual Meetings
To print this article, all you need is to be registered or login on Mondaq.com. In light of the growing concern about COVID-19 ("coronavirus") in the United States and globally, the U.S. Centers for Disease Control and Prevention ("CDC") and other public health officials have recommended cancelling large, in-person gatherings for the next several weeks.1 As a result, some companies may be considering, or may in the coming weeks need to consider, postponing the date of their shareholder meeting.
Cuomo Executive Order Gives New York Corporations Relief on Physical Annual Meetings
Although the main focus of Governor Cuomo’s executive orders over the past few days has been to cease operation of all non-essential businesses in New York state, the March 20th executive order provided temporary relief in a few additional respects, including with respect to shareholder meetings of New York corporations.
Coronavirus & Virtual Annual Meetings
To print this article, all you need is to be registered or login on Mondaq.com. This is an updated version of our prior post to address new guidance from the SEC. With rising concerns around the spread of COVID-19 ("coronavirus") in the United States and globally, in order to mitigate health risks, many public companies may consider adding a virtual component to the format of their annual shareholder meetings.
Coronavirus & Postponing/Adjourning Annual Meetings
In light of the growing concern about COVID-19 (“coronavirus”) in the United States and globally, the U.S. Centers for Disease Control and Prevention (“CDC”) and other public health officials have recommended cancelling large, in-person gatherings for the next several weeks.[1] As a result, some companies may be considering, or may in the coming weeks need to consider, postponing the date of their shareholder meeting.
UPDATE: Coronavirus & Virtual Annual Meetings
This is an updated version of our prior post to address new guidance from the SEC. With rising concerns around the spread of COVID-19 (“coronavirus”) in the United States and globally, in order to mitigate health risks, many public companies may consider adding a virtual component to the format of their annual shareholder meetings. In the United States, state law generally governs the availability of a virtual meeting format.
UPDATE: Coronavirus & Virtual Annual Meetings
This is an updated version of our prior post to address new guidance from proxy advisory firms. With rising concerns around the spread of COVID-19 (“coronavirus”) in the United States and globally, many public companies may consider adding a virtual component to the format of their annual shareholder meetings in order to mitigate health risks.
Coronavirus & Virtual Annual Meetings
With rising concerns around the spread of COVID-19 (“coronavirus”) in the United States and globally, many public companies may consider adding a virtual component to the format of their annual shareholder meetings in order to mitigate health risks.
Cleary Gottlieb Discusses SEC Stance on Climate Change Disclosures
On January 30, the Securities and Exchange Commission Chair Clayton and Commissioners Lee and Peirce each issued statements on climate-related disclosures in SEC filings. The statements evidence some debate within the SEC on this topic, which has attracted considerable recent attention among investors, companies and regulators.
SEC Maintains The Status Quo On Climate Change Disclosures
Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice): Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below. Mondaq has a "free to view" business model.
SEC Issues Guidance For Key Performance Metrics In MD&A
To print this article, all you need is to be registered or login on Mondaq.com. Yesterday the Securities and Exchange Commission provided new guidance on the presentation of performance metrics in MD&A. The guidance will take effect immediately when it is published in the Federal Register, which will make it applicable to annual reports on Form 10-K and Form 20-F that are currently in preparation. This memo summarizes the impact of the new guidance.
SEC Zeroes In On MD&A Disclosures
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SEC Proposes Major Changes To MD&A And Related Requirements
Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice): Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below. Mondaq has a "free to view" business model.
SEC Maintains the Status Quo on Climate Change Disclosures
Last week the Securities and Exchange Commission Chair Clayton and Commissioners Lee and Peirce each issued statements on climate-related disclosures in SEC filings. The statements were prompted by the concurrent SEC’s proposal to amend the MD&A rules and evidence some debate within the SEC on this topic, which has attracted considerable recent attention among investors, companies and regulators.
SEC Maintains the Status Quo on Climate Change Disclosures
Last week the Securities and Exchange Commission Chair Clayton and Commissioners Lee and Peirce each issued statements on climate-related disclosures in SEC filings. The statements were prompted by the concurrent SEC’s proposal to amend the MD&A rules and evidence some debate within the SEC on this topic, which has attracted considerable recent attention among investors, companies and regulators.
SEC Zeroes in on MD&A Disclosures
Yesterday the Securities and Exchange Commission took two significant actions relating to the MD&A disclosures in annual and quarterly reports of public companies. First, it proposed amendments to MD&A requirements that would, if adopted, make significant and long-overdue improvements to a central disclosure requirement of the U.S. securities laws.
SEC Zeroes in on MD&A Disclosures
Yesterday the Securities and Exchange Commission took two significant actions relating to the MD&A disclosures in annual and quarterly reports of public companies. First, it proposed amendments to MD&A requirements that would, if adopted, make significant and long-overdue improvements to a central disclosure requirement of the U.S. securities laws.
Board Composition Leads 2020 Corporate Governance Issues
Law360 (January 21, 2020, 4:39 PM EST) -- In 2020, we foresee investors continuing to both refine and expand their demands on corporate boards. With the particular focus on board refreshment and diversity, significant pressure is placed on nominating and governance committees to play an increasingly prominent role. Overboarding Institutional investors and proxy advisory firms have paid increasing attention to the number of corporate boards on which directors serve.
Board Composition And Shareholder Proposal Highlights
To print this article, all you need is to be registered or login on Mondaq.com. We foresee investors continuing to both refine and expand their demands on corporate boards in 2020. With the particular focus on board refreshment and diversity, significant pressure is placed on nominating and governance committees to play an increasingly prominent role.
Board Composition and Shareholder Proposal Highlights
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2020”. We foresee investors continuing to both refine and expand their demands on corporate boards in 2020. With the particular focus on board refreshment and diversity, significant pressure is placed on nominating and governance committees to play an increasingly prominent role.
Navigating the ESG Landscape
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2020”. Investors and other stakeholders continue to focus on environmental, social and governance (ESG) issues at public companies, both as a driver of financial performance and as a factor of social importance.
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