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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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Delaware Governor Resolves Virtual Annual Meeting Notice Issues

April 10, 2020

Delaware Governor Jay Carney issued an order that effectively resolves a disconnect between the SEC’s prior guidance for public companies who desire to change the date, time or location of a shareholder meeting due to the public health impact of COVID-19 and the Delaware statutory requirements regarding distribution of an updated notice of a shareholder meeting due to such changes.

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ISS Issues COVID-19 Policy Guidance

April 10, 2020

On April 8, ISS issued new policy guidance regarding the impact of COVID-19 on ISS’s application of its benchmark and specialty proxy voting policies.

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SEC Guidance on Delayed Filing of Form 10-K Part III Information

April 10, 2020

The SEC has issued C&DI Question 104.18 specifying how the 45-day extension period provided by its COVID-19 exemptive order, which was extended through July 1, 2020, by an additional exemptive order, applies to delays in filing Form 10-K Part III information.

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SEC Calls for Current and Forward-Looking Disclosure on Effects of COVID-19

April 10, 2020

In an April 8 joint statement, the SEC’s Chairman and Director of Corporate Finance addressed the importance of providing the public with information to make market decisions in coming earnings releases and investor calls.

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SEC Chief Accountant Emphasizes Need for High-Quality Information

April 10, 2020

On April 3, the SEC’s Chief Accountant issued a statement emphasizing the importance to all market stakeholders of high-quality financial reporting during this period of heightened economic uncertainty.

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SEC’s Corp Fin Provides COVID-19 Disclosure Guidance

April 3, 2020

On March 25, 2020, Corp Fin issued “CF Disclosure Guidance: Topic No. 9” to provide guidance on disclosure of the effects of COVID-19.

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Additional Filing Deadline Extension through July 1, 2020

April 3, 2020

On March 25, 2020, the SEC released a modified exemptive order, which extends the period during which a 45-day grace period will be available for certain filings.

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Ten Actions for Boards in Overseeing the COVID-19 Response

April 3, 2020

As the scope of the effects of the Novel Coronavirus (COVID-19) comes into focus, corporate boards have a vital role in overseeing the response of their companies to this public health crisis and its wide-ranging economic effects.

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SEC Extends Filing Deadlines by 45 Days for Companies Affected by Coronavirus

March 12, 2020

On March 4, the SEC issued an order that temporarily exempts companies affected by COVID-19 from certain filing requirements, including requirements to file periodic reports, annual reports and proxy statements.

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Coronavirus Interrupts Business as Usual at the SEC

March 12, 2020

In addition to extending filing deadlines for affected companies, the regulator has asked its employees to work from home, postponed a conference on municipal securities and cancelled a public vote on a (subsequently adopted) proposal to ease audit requirements for smaller companies.

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