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
- Securities Regulation
- SEC
- Corporate Law
- Coronavirus
- Cybersecurity and Privacy Law
- Mergers & Acquisitions
- Nasdaq
- Economic Sanctions
- Ohio LLC Act
- Tax Planning
- Dodd-Frank
- IRS
- Paycheck Protection Program
- Corporate Tax
- Cybersecurity Regulation
- JOBS Act
- FAST Act
- Proxy Access Rules
- Securities Litigation
- Corporate Governance
- Consumer Protection Act
- SEC Enforcement
- Crowdfunding
- Cryptocurrency
- Hedging
- Conflict Minerals
- Real Estate Law
- Taxation
- Private Offerings
- Emerging Growth Companies
- Investors
- Pay Ratio Disclosure
- Whistleblower
- Intellectual Property
- Technology
- Opportunity Zone
- LIBOR
- Accredited Investors
- Sales Tax
- United States Supreme Court
- Online Trading Platforms
- Executive Compensation
- Health Care Act
- IPO
- Registration Statement
- Annual Reports
- Wall Street Reform
- Ohio Foreclosure Reform
- Director Compensation
- Family-Controlled Entities
- Gift and Estate Transfers
- Board of Directors
- Director Independence
- Clawback Rules
- Cyber Insurance
- Data Breach
- Lenders
- Receivership Statute
- Regulation A
- Regulation D
- Total Shareholder Return
- Compensation Committee Certification
- CDEs
- CDFI Fund
- Community Development Entities
- Community Development Financial Institutions Fund
- Government Shutdown
- New Markets Tax Credit
- NMTC
- NMTC Financing
- Regulation Fair Disclosure
- Social Media
- Benefits
- Healthcare Reform
- Litigation
- Marketing
- Public Company Transition Rules
- Employment Incentives
- HIRE Act
- Social Security Tax
- Tax Credit
Recent Posts
- Corporate Transparency Act Update – FinCEN Issues Notice of Proposed Rulemaking
- SEC Amends Insider Trading Rules: New Conditions, Requirements, and Related Disclosures
- SEC Reopens Comment Period for 11 Proposed Rules Due to Technological Error
- Corporate Transparency Act Update—FinCEN Issues Final Rule
- SEC Provides Sample Guidance on Disclosure of Russia-Ukraine Invasion
- Proposed SEC Climate-Related Disclosure Requirements
- Proposed SEC Cybersecurity Rules
- International Unrest and its Impact on M&A
- The United States Ramps Up Severe Economic Sanctions on Russia and Export Controls
- Revised Ohio LLC Statute