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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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Human Capital Emerges as Key Governance Issue

February 10, 2020

Human capital management has emerged as a hot topic in the world of corporate governance and should feature prominently on boards’ agendas in 2020.

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Cyber Incidents Seen as Top Business Risk

February 10, 2020

For the first time ever, cyber incidents ranked as the top business risk globally in the ninth annual Allianz Risk Barometer.

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House Overwhelmingly Passes 8-K Trading Gap Act

February 10, 2020

The U.S. House of Representatives passed the 8-K Trading Gap Act, a bill that would require public companies to put in place policies and procedures to prohibit officers and directors from trading company stock after a significant corporate event has occurred, but before the company has filed a Form 8-K disclosing such event.

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Attention Audit Committees: SEC Offers Year-End Observations and Reminders

January 6, 2020

On December 30, the SEC published a statement highlighting a number of potential areas of focus for audit committees as the 2019 calendar year-end financial reporting season approaches.

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SEC Issues Guidance on Disclosure of IP and Technology Risks Associated with International Operations

January 6, 2020

On December 19, the SEC issued guidance on disclosure obligations that companies should consider with respect to intellectual property and technology risks that may result from conducting business outside the United States.

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SEC Issues Updated Guidance on Confidential Treatment Requests

January 6, 2020

On December 19, the SEC issued updated guidance to assist registrants with the submission of “traditional” confidential treatment requests under Rules 406 and 24b-2. Confidential treatment applications under these rules used to be the primary method for companies to protect confidential information filed in materials contracts.

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SEC Proposes Amendments to “Accredited Investor” Definition

January 6, 2020

On December 18, the SEC proposed amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D to allow more investors to participate in private securities offerings.

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Does Your Board Suffer from Choice-Supportive Bias?

January 6, 2020

A recent article in The Wall Street Journal argues that boards may have a hidden bias towards the CEOs they chose.

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SEC Proposes Amendments to Shareholder Proposal Rule

November 15, 2019

On November 5, the SEC proposed amendments to Exchange Act Rule 14a-8, the rule that governs the process for shareholder proposals to be included in a company’s proxy statement.

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SEC Proposes Amendments to Proxy Solicitation Rules

November 15, 2019

On November 5, the SEC proposed amendments to the rules governing proxy solicitations. The amendments are intended to help ensure that proxy voting advice used by investors and others who vote on investors’ behalf is accurate, transparent and materially complete.

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