Practice Area Blogs & Digests

Starting July 1, the SEC will release letters relating to Securities Act registration statements that are not selected by the SEC staff for review. The letters will be available on EDGAR and tagged as correspondence. 

The SEC recently released an economic analysis of its pay ratio disclosure rule previously proposed in September 2014. The analysis by the SEC’s Division of Economic and Risk Analysis considers the impact of various methods of calculating the required disclosures, based on including or excluding certain categories of employees. 

In the wake of headline-making cyber breaches and government investigations over data losses, companies face growing scrutiny and evolving legal and regulatory standards.

The 2015 proxy season has seen a significant increase in proposals seeking to give shareholders the ability to nominate directors of U.S. public companies using the company’s ballot. While voting results for proxy access proposals have been mixed, these proposals generally have received unprecedented levels of shareholder support.

Ever since the Dodd-Frank Act made the SEC’s choice of forum more permissive, the SEC has been pursuing enforcement actions through administrative proceedings rather than filing charges in federal district court.

SEC Commissioner Aguilar recently reiterated a request that he introduced in 2009 by calling for a NASAA representative to be embedded at the SEC. 

Last week, a group of 144 business leaders, entrepreneurs, investors and philanthropists petitioned the SEC to require public companies to disclose their political spending.

On Wednesday, the SEC proposed rules to require pay-for-performance disclosure as mandated by the Dodd-Frank Act. The proposal would require companies to include a new table in their proxy statements that shows compensation “actually paid” to top executives, as well as the total shareholder return (TSR), as defined in Regulation S-K, on an annual basis for the company and the peer group selected by the company for its stock performance graph or CD&A. Compensation “actually paid” is derived from the current summary compensation table, except that pension amounts are adjusted and equity awards are considered paid only when vested and are valued as of the vesting date.

The SEC recently announced its first enforcement action against a company for requiring employees to sign confidentiality agreements “with the potential to stifle the whistleblowing process.”

As mandated by the JOBS Act, the SEC adopted rules to amend Regulation A to facilitate smaller companies’ access to capital.