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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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Securities Group

Please contact a member of the group if you would like further information or have a topic you would like to see in The Ticker.


Tips for Year Two of Pay Ratio Disclosure

October 30, 2018

With the second year of pay ratio disclosures approaching, most public company counsel will likely feel that the worst is behind them now that they have a process in place and important personnel are up to speed.

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The SEC is now Announcing Edgar Outages

October 30, 2018

In light of recent outages of Edgar’s filing system, this blog post from The Corporate Counsel discusses the SEC’s transparency (and historic lack thereof) with respect to such down time.

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SEC Extends Filing Deadlines for Victims of Hurricane Florence; Updated Fees for SEC Filers

September 25, 2018

In a September 19 press release the SEC indicated that companies hit by Hurricane Florence will receive an extension on certain filing deadlines.

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Trump Administration’s Agenda Receives Boost as SEC Returns to Full Complement of Five Commissioners; SEC Chairman Cautions Against Reliance on Staff Views

September 25, 2018

On September 11, the SEC announced that Elad Roisman had been sworn into office as an SEC Commissioner by SEC Chairman Jay Clayton. 

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Notable Whistleblower Awards; Outcry Against SEC’s Proposed Cap

September 25, 2018

On September 6, the SEC announced an award of $39 million to one whistleblower and $15 million to another, stating that the whistleblowers’ “critical information and continued assistance helped the agency bring an important enforcement action.” 

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ISS Releases Summary of Results of its 2018 Governance Principles Survey

September 25, 2018

On September 18, Institutional Shareholder Services released the results of its 2018 Governance Principles Survey.

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Glass Lewis to Incorporate SASB Industry-Specific ESG Guidance in Proxy Analytic Materials

September 25, 2018

On September 12, proxy advisory firm Glass Lewis issued a release indicating that it will incorporate guidance on material environmental, social and governance matters from the Sustainability Accountability Standards Board in several of its research and advisory products.

 

 

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SEC Adopts Simplified Disclosure Requirements

August 28, 2018

On August 17, the SEC adopted amendments to Regulation S-K intended to simplify and update disclosure requirements, including disclosure requirements that had become duplicative or outdated.

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Expansion of National Security Review of Foreign Investments

August 28, 2018

On August 13, President Trump signed into law the Foreign Investment Risk Review Modernization Act, which expands the role of the Committee on Foreign Investment in the United States in reviewing national security concerns arising from transactions in which foreign individuals or entities invest in or acquire U.S. businesses.

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SEC Expands Companies’ Ability to Issue Securities Pursuant to Compensatory Arrangements, Solicits Public Comment on Further Modernization

August 28, 2018

On July 18, the SEC announced that it had taken two steps towards allowing companies to more easily pay their employees in stock while still complying with federal securities laws. 

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