SEC Adopts Amendments to Financial Disclosure Rules
On November 19, 2020, the SEC adopted amendments to certain financial disclosure requirements in Regulation S-K with the aim of reducing duplicative disclosure and focusing on material information.
SEC Proposes Temporary Expansion of Rule 701 and Form S-8 to Include Compensatory Offerings to Workers in the ‘Gig Economy’
On November 24, 2020, the SEC proposed temporary rules to permit, for five years and subject to certain conditions, a company to provide equity compensation to certain “platform workers” who provide services available through the company’s technology-based marketplace platform.
ISS and Glass Lewis Update Voting Guidelines for 2021 Proxy Season
On November 12, 2020, proxy advisory firm Institutional Shareholder Services Inc. (ISS) announced updates to its proxy voting guidelines for the 2021 proxy season, applicable to shareholder meetings on or after February 1, 2021.
New California Law Mandates Racial and Other Minority Representation on Corporate Boards
On September 30, 2020, two years after making headlines by enacting Senate Bill 826, legislation requiring public companies based in the state to include at least one woman on their boards by the end of 2019, California enacted Assembly Bill 979, a similar bill requiring public companies based in the state to include at least one director from an underrepresented community by the end of 2021.
Push for Boardroom Diversity Extends Far Beyond California
While California’s legislative mandates have garnered the most attention, several other state legislatures have enacted or are considering board diversity legislation. In addition, a recent proposal by influential proxy advisory firm Institutional Shareholder Services Inc. has the potential to effectively mandate racial and ethnic diversity on all public company boards, regardless of applicable state law.
SEC Adopts Amendments to Whistleblower Award Program
On September 23, 2020, the SEC adopted amendments to the rules governing its whistleblower award program.
SEC Adopts Amendments to Shareholder Proposal Rule
On September 23, 2020, the SEC adopted amendments to Exchange Act Rule 14a-8, the rule that governs the process for shareholder proposals to be included in a company’s proxy statement.
SEC Proposes Conditional Exemption for ‘Finders’ Assisting with Capital Raising
On October 7, 2020, the SEC proposed a conditional exemption from the broker registration requirements of Section 15(a) of the Exchange Act for “finders” who assist issuers with raising capital in private markets from accredited investors.
SEC Adopts Amendments to “Accredited Investor” Definition
On August 26, 2020, the SEC adopted amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D, expanding the pool of investors who may participate in private securities offerings.
SEC Adopts Amendments to Regulation S-K to Modernize Disclosures of Business, Legal Proceedings and Risk Factors
On August 26, 2020, the SEC adopted amendments to modernize the description of business (Item 101), legal proceedings (Item 103) and risk factor disclosures (Item 105) that registrants are required to make pursuant to Regulation S-K.
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