One non-regulatory proxy statement-related development of note is the SEC’s new position on responses to proxy statement comments. The position was articulated by Shelley Parratt, the SEC’s Deputy Director, Division of Corporation Finance at a November 2009 conference.
The SEC believes (correctly, in our opinion) that, due to the three-year experience of issuers in dealing with the CD&A and the presence of numerous compliance and disclosure interpretations and released comment letters regarding the CD&A, sufficient guidance has been provided to permit issuers to substantially comply with the CD&A rules. As a result, after three years of issuing solely “future filings” comments, the SEC expects to begin to require issuers to amend existing filings in response to comment letters. We advise that issuers that may have taken aggressive positions in past disclosure reevaluate their CD&A in light of the SEC’s position.
- Partner
Mark Reuter advocates for business clients in transactions, proceedings and conflicts regulated by federal and state securities laws and stock exchange rules. A partner in the firm’s Business Representation & Transaction ...
Topics/Tags
Select- Securities Law
- SEC
- Coronavirus
- Securities Regulation
- Tax Planning
- Corporate Tax
- Nasdaq
- Corporate Law
- Taxation
- Paycheck Protection Program
- IRS
- Private Offerings
- Dodd-Frank
- Proxy Access Rules
- Securities Litigation
- FAST Act
- JOBS Act
- Cryptocurrency
- Cybersecurity and Privacy Law
- SEC Enforcement
- Hedging
- Crowdfunding
- Consumer Protection Act
- Corporate Governance
- Real Estate Law
- Ohio LLC Act
- Intellectual Property
- Technology
- Conflict Minerals
- Emerging Growth Companies
- Investors
- Opportunity Zone
- LIBOR
- Pay Ratio Disclosure
- Whistleblower
- Mergers & Acquisitions
- Accredited Investors
- Sales Tax
- United States Supreme Court
- Online Trading Platforms
- Litigation
- IPO
- Registration Statement
- Annual Reports
- Executive Compensation
- Health Care Act
- Ohio Foreclosure Reform
- Family-Controlled Entities
- Gift and Estate Transfers
- Director Compensation
- Wall Street Reform
- Board of Directors
- Director Independence
- Clawback Rules
- Total Shareholder Return
- Cyber Insurance
- Data Breach
- Lenders
- Receivership Statute
- Regulation A
- Regulation D
- Business Process Improvement
- Employer Policies
- Employment Litigation
- Labor & Employment Law
- Labor Law
- Sixth Circuit
- Compensation Committee Certification
- Government Shutdown
- CDEs
- CDFI Fund
- Community Development Entities
- Community Development Financial Institutions Fund
- New Markets Tax Credit
- NMTC
- NMTC Financing
- Regulation Fair Disclosure
- Social Media
- Benefits
- Healthcare Reform
- Marketing
- Public Company Transition Rules
- Employment Incentives
- HIRE Act
- Social Security Tax
- Tax Credit
Recent Posts
- Stimulus Package Reverses IRS’s Position on Deductibility of PPP Expenses and Other Loan Forgiveness Issues
- Nasdaq Proposes New Listing Rules to Advance Board Diversity: Comply or Explain
- More Disclosure Modernization: SEC Adopts Significant Amendments to Financial Disclosure Rules
- SEC Eases Limits and Rules on Private Offerings
- SEC Proposes Conditional Exemption for "Finders" Involved in Capital Raising
- Ohio Adopts Protections for Ohio Businesses from Coronavirus - Related Lawsuits
- SEC Scales Back Financial Disclosures for Business Combinations
- State of Ohio Issues Urgent Health Advisory and Partial Rescission of “Stay at Home” Order
- SEC Adopts Temporary Rules to Expedite Regulation Crowdfunding Offerings Amid COVID-19 Pandemic
- Treasury Releases PPP Loan Forgiveness Application