Rule 15c2-11 under the Securities Exchange Act of 1934 (Exchange Act) governs when dealers can publish quotations for securities. In September 2020, the U.S. Securities and Exchange Commission (SEC) amended the rule prohibiting them from publishing quotes when current information about the issuer isn’t publicly available. In 2021, the Staff in the Division of Trading and Markets issued a no-action letter (the No-Action Letter) that clarified its position that Rule 15c2-11 applies to all securities, including fixed-income securities as well as equity securities, but provided limited-time relief for fixed income securities that were offered under Rule 144A. This limited relief will expire on January 3, 2023, which means market practice for private Rule 144A issuers will be significantly impacted.

Continue Reading ABA Committee Submits Letter to SEC Requesting 15c2-11 Relief for Fixed Income Securities

Watch the recording of our latest webinar,  Effective Strategies in Preparing SEC’s Pay versus Performance Disclosure. To gain access, please click here.

Continue Reading Watch On-Demand | Effective Strategies in Preparing SEC’s Pay versus Performance Disclosure

We are looking forward to presenting at the Society for Corporate Governance: Southeastern Chapter Fall Conference & Annual Meeting. Kevin will speak on a panel titled, “SEC Updates: What’s Hot for Corp Fin and Enforcement?” with Dave Brown, Supervisory Archivist at United States Securities and Exchange Commission; Jason Outlaw, Senior Associate in Securities Litigation Group at Alston & Bird LLP and Mellissa Campbell Duru, Vice Chair of ESG practice at Covington & Burling LLP (moderator). Sehrish will moderate a panel titled, “Tackling Governance and Disclosure Challenges in ESG” with Stefanie Holland, Director of Government Affairs at Qualcomm.

Continue Reading Register Now | Society for Corporate Governance: Southeastern Chapter Fall Conference & Annual Meeting

As proxy preparation season approaches, the Securities and Exchange Commission (SEC)’s new pay versus performance (PVP) disclosure rules will present new and unique challenges for many public companies.

Continue Reading Key Considerations for Developing New SEC Pay versus Performance Disclosure

A wide array of developments have significantly increased the focus by public companies on board and board committee oversight of environmental, social, and governance (ESG) issues in recent years. These developments have included the heightened consideration of institutional investors and proxy advisory firms on ESG board oversight and ESG considerations more generally, as well as various recent proposed rules and initiatives of the Securities and Exchange Commission (SEC) with respect to ESG matters, including the proposed climate rules issued by the SEC earlier this year. This post addresses issues and trends concerning whether the full board or particular board committees should be primarily responsible for oversight of ESG considerations.

Continue Reading ESG Board Oversight Considerations: What Board Committee(s) Should Oversee ESG in the Current Environment?

In March 2022, the Securities and Exchange Commission (SEC) proposed sweeping new rules to regulate the disclosures and liabilities associated special purpose acquisition companies (SPACs). The proposing release is available here. The proposals were aimed at enhancing disclosures and liabilities in connection with SPAC IPOs as well as the subsequent business combinations (De-SPAC Transactions) between SPACs and private operating companies.

Continue Reading Reverberations Felt from SEC’s SPAC Proposal Even Before Rules Are Adopted

I recently offered insight for a Wall Street Journal article on the recent request from the Securities and Exchange Commission (SEC) that companies disclose the financial impact of the Russian-Ukraine conflict. Following the sanctions issued against Russia following its invasion of Ukraine, many companies grappled with the direct and indirect impacts. The SEC staff recently sent targeted letters to specific companies asking for more disclosure about the reasonably likely impacts from the Russia/Ukraine conflict, including financial impacts.

Continue Reading SEC Comment Letters to Companies Related to the Financial Impact of Russia-Ukraine Conflict

Last week, the Securities and Exchange Commission (SEC) voted 3-2 to take the following actions:

  • Propose new amendments to Rule 14a-8, the shareholder proposal rule.
  • Adopt new amendments to the rules regarding proxy advisory firms, such as ISS and Glass Lewis.

Continue Reading SEC Proposes Amendment to the Shareholder Proposals Rule (14a-8) and Adopts Amendments to Rules Impacting Proxy Advisory Firms

I recently authored an article highlighting the latest updates in human capital disclosure requirements for public companies since the Securities Exchange Commission (SEC) imposed new requirements in late 2020.

While public companies were historically only required to disclose their gross headcount as it relates to human capital, the 2020 changes added a broader requirement that companies include in their filings a description of their human capital resources, which includes any human capital measures or objectives that the company’s management team focuses on when running the business.

Continue Reading Updates to Human Capital Disclosure Requirements