On April 17, 2021, Gary Gensler was sworn in as Chair of the SEC. Mr. Gensler was nominated by President Biden on February 3, 2021, and confirmed by the U.S. Senate on April 14, 2021, by a 53-45 vote.
On April 16, 2021, the SEC announced that it had voted to reopen the comment period on the so-called universal proxy rule, which has languished at the SEC since its initial proposal in 2016.
SEC Enforcement Actions Target Companies for Hiding Upcoming Restatements When Seeking Additional Time to File Periodic Reports
On April 29, 2021, the SEC announced settled charges against eight companies for failing to disclose in Form 12b-25 filings that their request to file a delayed quarterly or annual report was caused by an anticipated restatement or correction of prior financial reporting.
On April 15, 2021, the SEC announced an award of over $50 million to joint whistleblowers who alerted the agency to securities law violations involving highly complex transactions that would have been difficult for the SEC to detect on its own.
Public companies have relied heavily on the use of non-GAAP financial measures throughout the COVID-19 pandemic, according to a recent MarketWatch article.
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.
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.
SEC Enforcement Action Alleges Selective Disclosure of Material Nonpublic Information to Wall Street Analysts
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.
SEC Enforcement Action Highlights Importance of Disclosing Executive Perks and Related Person Transactions
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.
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.