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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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SEC’s Enforcement Division Issues Annual Report

November 15, 2019

On November 6, the SEC’s enforcement division issued a report summarizing its enforcement actions and areas of focus during fiscal year 2019, which ended on September 30.

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ISS and Glass Lewis Update Voting Guidelines for 2020 Proxy Season

November 15, 2019

On November 12, proxy advisory firm Institutional Shareholder Services Inc. (ISS) announced updates to its proxy voting guidelines for the 2020 proxy season, applicable to shareholder meetings on or after February 1, 2020.

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To Increase Board and CEO Diversity, New York Comptroller Urges Companies to Adopt NFL’s Rooney Rule

November 15, 2019

Last month, New York City Comptroller Scott M. Stringer announced an initiative calling on companies to adopt a policy requiring the consideration of both women and people of color for every open board seat and CEO position.

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Business Roundtable Embraces Stakeholder Capitalism

September 23, 2019

The Business Roundtable made headlines last month when it issued a statement redefining the purpose of a corporation to embrace so-called “stakeholder capitalism.”

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The End of LIBOR: Is Your Company Prepared?

September 23, 2019

LIBOR is scheduled to be phased out by the end of 2021, and the SEC is encouraging all companies to assess their exposure to LIBOR and to appreciate the wide variety of consequences the discontinuation of LIBOR may have on their businesses.

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Leading Investor Group Urges Companies to Simplify Executive Compensation

September 23, 2019

On September 18, the CII announced that it had overhauled its Policies on Executive Compensation to urge public companies to, among other things, “dial back the complexity of their executive compensation plans and set longer periods for measuring performance for incentive pay.”

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International Politics and the SEC: Regulator Focuses on Brexit and Sanctions

September 23, 2019

Chaotic international politics—particularly the uncertainty surrounding Brexit and the Trump administration’s increasing use of sanctions as a foreign policy tool—are complicating public companies’ SEC compliance obligations.

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Increased Fees for SEC Filers; SEC Oversight Hearing Streaming Live Tomorrow Morning!

September 23, 2019

On August 23, the SEC issued a fee advisory, setting the filing fees that public companies and other issuers will pay in fiscal year 2020 to register their securities with the SEC.

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SEC Proposes Amendments to Regulation S-K to Modernize Disclosures of Business, Legal Proceedings and Risk Factors

August 9, 2019

On August 8, the SEC proposed amendments to modernize the description of business, legal proceedings and risk factor disclosures that registrants are required to make pursuant to Regulation S-K.

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Key Takeaways from the 2019 Proxy Season

August 9, 2019

The Ernst & Young Center for Board Matters recently published a report on the 2019 proxy season, highlighting five key takeaways and offering related questions for boards to consider.

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