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The Ticker

The Ticker

We heard you! Your business is moving fast. You need to assess new developments quickly, determine if they apply to your business, and act accordingly. The Ticker is designed to focus your attention on key developments in the areas of SEC compliance, capital markets, corporate governance, executive compensation and other matters important to public companies and their officers and directors. Below are summaries of recent developments in these areas.

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SEC Enhances Focus on Climate Change Disclosure, Requests Public Comment

April 2, 2021

On February 24, 2021, Acting SEC Chair Allison Herren Lee issued a statement directing the SEC’s Division of Corporation Finance to enhance its focus on climate-related disclosure in public company filings.

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Climate, ESG Issues are ‘Front and Center’ at SEC

April 2, 2021

Several other recent SEC actions and statements make it clear that climate change and other environmental, social and governance (ESG) issues are now top priorities for the regulator.

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SEC Enforcement Action Alleges Selective Disclosure of Material Nonpublic Information to Wall Street Analysts

April 2, 2021

On March 5, 2021, the SEC announced that it had charged a large telecommunications company with repeatedly violating Regulation FD, and three of its investor relations executives with aiding and abetting the company’s violations by selectively disclosing material nonpublic information to research analysts.

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SEC Enforcement Action Highlights Importance of Disclosing Executive Perks and Related Person Transactions

April 2, 2021

On February 24, 2021, the SEC announced settled charges against a gas exploration and production company and its former CEO for failing to properly disclose approximately $650,000 worth of perks, as well as for failing to disclose certain related person transactions.

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Boardroom Culture: Insights from Behavioral Psychology

April 2, 2021

According to a recent publication from PwC’s Governance Insights Center, no boardroom culture is perfect, and insights from behavioral psychology might explain what’s holding boards back.

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Recap of SEC Rulemaking and Guidance in 2020

February 12, 2021

Given a global pandemic, civil unrest and a divisive presidential campaign, even the most loyal readers of The Ticker may have struggled to keep track of the SEC’s rulemaking and guidance during what was a very active year for the regulator. Here is a recap of the most significant SEC rulemaking and guidance in 2020, including links to earlier posts.

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SEC Issues Guidance Regarding Securities Offerings During Times of Extreme Price Volatility

February 12, 2021

On February 8, 2021, the SEC’s Division of Corporation Finance issued guidance in the form of a sample comment letter to companies seeking to conduct securities offerings amid extreme market and price volatility.

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Technical Reminders for Form 10-K

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

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

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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