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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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Gary Gensler Sworn in as Chair of the SEC

May 5, 2021

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.

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‘Universal Proxy’ is Back on the SEC’s Agenda

May 5, 2021

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.

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SEC Enforcement Actions Target Companies for Hiding Upcoming Restatements When Seeking Additional Time to File Periodic Reports

May 5, 2021

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.

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Notable Whistleblower Award, Departing Chief of SEC’s Whistleblower Office Reflects on Program

May 5, 2021

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.

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Report Finds Heavy Use of Non-GAAP Financial Measures During Pandemic

May 5, 2021

Public companies have relied heavily on the use of non-GAAP financial measures throughout the COVID-19 pandemic, according to a recent MarketWatch article.

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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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