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SEC staff issues new guidance on shareholder proposals involving social policy issues

On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and ...


SEC staff issues sample comments regarding climate change disclosure

On September 22 the SEC’s Division of Corporation Finance published on its website a “Sample Letter to Companies Regarding Climate Change Disclosures,” which it...


SEC approves Nasdaq’s board diversity rules

On August 6 the SEC approved the Nasdaq Stock Market’s proposal to amend its listing rules to require operating companies listed on its U.S. exchanges to provide annual disclosures...


SEC alleges Reg FD violation for selective disclosure to analysts aimed at reducing consensus revenue estimate

The SEC recently filed a civil suit in federal district court against AT&T, Inc. charging the company with violating Regulation FD in 2016 by selectively disclosing nonpublic financial...


SEC updates MD&A and other financial disclosure requirements

On November 19 the SEC issued significant amendments to the disclosure requirements governing Management’s Discussion and Analysis of Financial Condition and Results of Operations...


SEC updates auditor independence rule

The SEC recently updated its auditor independence rule in light of current market conditions and industry practice. The amendments, which were adopted over the dissenting votes of two...


SEC adopts rule amendments to allow use of electronic signatures and electronic storage of signature pages

On November 17 the SEC adopted rules that permit the use of electronic signatures for most SEC filings and the electronic storage of executed signature pages.


SEC tightens procedural requirements and resubmission thresholds for shareholder proposals

The SEC recently adopted amendments to Rule 14a-8 under the Securities Exchange Act of 1934 to tighten the requirements that govern the initial submission and resubmission of shareholder...


Principles matter: SEC amends disclosure rules for business, legal proceedings, and risk factors

On August 26 the SEC adopted far-reaching amendments to Regulation S-K items that govern disclosures on business, legal proceedings, and risk factors in filings under the Securities Act of...

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