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 & Transactions ...
Topics/Tags
Select- Securities Law
- SEC
- Securities Regulation
- Corporate Transparency Act
- IRS
- Corporate Law
- Tax Planning
- Coronavirus
- Nasdaq
- Clawback Rules
- SEC Enforcement
- Taxation
- Cybersecurity and Privacy Law
- Dodd-Frank
- Mergers & Acquisitions
- Paycheck Protection Program
- JOBS Act
- Corporate Tax
- Economic Sanctions
- Ohio LLC Act
- FAST Act
- Corporate Governance
- Consumer Protection Act
- Proxy Access Rules
- Securities Litigation
- Crowdfunding
- Conflict Minerals
- Cryptocurrency
- Cybersecurity Regulation
- Hedging
- Real Estate Law
- Emerging Growth Companies
- Investors
- Pay Ratio Disclosure
- Whistleblower
- Private Offerings
- Intellectual Property
- Technology
- Opportunity Zone
- LIBOR
- Executive Compensation
- Health Care Act
- Accredited Investors
- Sales Tax
- United States Supreme Court
- Online Trading Platforms
- Wall Street Reform
- IPO
- Registration Statement
- Annual Reports
- Family-Controlled Entities
- Gift and Estate Transfers
- Ohio Foreclosure Reform
- Director Compensation
- Board of Directors
- Director Independence
- 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
- Marketing
- Benefits
- Healthcare Reform
- Litigation
- Public Company Transition Rules
- Employment Incentives
- HIRE Act
- Social Security Tax
- Tax Credit
Recent Posts
- FinCEN Issues Additional Guidance for Reporting Companies on Dissolved Entities
- Division of Corporation Finance Director Statement: The State of Disclosure Review
- FinCEN Issues Additional Guidance for HOAs and Trusts under the Corporate Transparency Act
- SEC Wins ‘Shadow Insider Trading’ Trial
- SEC Voluntarily Stays Climate Rules
- New SEC Climate Disclosure Rules – Temporarily Stayed
- Corporate Transparency Act Ruled Unconstitutional
- SEC Climate Rule Vote Scheduled for March 6, 2024
- Limited Partners’ Tax Savings from Self-Employment Taxes are under Scrutiny
- FinCEN Extends the Corporate Transparency Act Reporting Deadline for Newly Created Entities