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Technical Reminders for Form 10-K

The Ticker

February 12, 2021

As discussed elsewhere in this edition of The Ticker, companies preparing their Form 10-Ks for the year ended December 31, 2020, will need to comply with several new rules and pieces of SEC guidance.

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World’s Largest Asset Manager Urges More Disclosure on Climate Change, Foresees Transition to ‘Net Zero’ Economy

The Ticker

February 12, 2021

According to BlackRock, the world’s largest asset manager, climate risk is investment risk. In his most recent annual letter to CEOs of the companies in BlackRock’s portfolio, BlackRock CEO Larry Fink states that “no issue ranks higher than climate change on our clients’ lists of priorities. They ask us about it nearly every day.”

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Virtual Shareholder Meetings in the Age of COVID-19

The Ticker

February 12, 2021

The world has certainly changed since March 12, 2020, when The Ticker first noted rising interest in virtual shareholder meetings (VSMs) due to COVID-19. According to updated facts and figures recently released by Broadridge Financial Solutions, Inc. (Broadridge), 1,957 VSMs were held on the company’s platform in 2020, a 500 percent increase over 2019.

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SEC Adopts Amendments to Exempt Offering Framework

The Ticker

December 1, 2020

On November 2, 2020, the SEC adopted amendments to the exempt offering framework with the aims of reducing regulatory complexity, facilitating capital formation and expanding investment opportunities.

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SEC Adopts Rule Amendments to Permit the Use of Electronic Signatures

The Ticker

December 1, 2020

On November 17, 2020, the SEC adopted amendments to Rule 302(b) of Regulation S-T to permit the use of electronic signatures in connection with SEC filings.

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SEC Adopts Amendments to Financial Disclosure Rules

The Ticker

December 1, 2020

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.

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SEC Proposes Temporary Expansion of Rule 701 and Form S-8 to Include Compensatory Offerings to Workers in the ‘Gig Economy’

The Ticker

December 1, 2020

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.

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ISS and Glass Lewis Update Voting Guidelines for 2021 Proxy Season

The Ticker

December 1, 2020

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.

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New California Law Mandates Racial and Other Minority Representation on Corporate Boards

The Ticker

October 16, 2020

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.

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Push for Boardroom Diversity Extends Far Beyond California

The Ticker

October 16, 2020

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.

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