ISS’ FAQs on Equity Plan Data Verification – Roadmap for Proxy Statement...
If you have a proposal to adopt or amend the company’s equity plan in the proxy statement that you file with the SEC after September 8, 2014, then you can use a new data verification portal recently...
View ArticleMD&A Lessons Learned from Broadwind Energy
On February 5, 2015, the Securities and Exchange Commission charged Broadwind Energy, Inc. (Broadwind), its former Chief Executive Officer and its Chief Financial Officer for accounting and disclosure...
View ArticleSec Proposes Anticipated Rules on Pay-Versus-Performance Disclosure
On April 29, 2015, the SEC, in a 3-2 vote of the SEC Commissioners, approved proposed rules (the “pay-versus-performance disclosure”) that would require an issuer to disclose the relationship between...
View ArticleEQUITY CROWDFUNDING HAS FINALLY ARRIVED – SEC ADOPTS FINAL RULES ON CROWDFUNDING
On October 30, 2015, the Securities and Exchange Commission (“SEC”), in a 3-1 vote of the SEC Commissioners, approved final rules to adopt Regulation Crowdfunding, which sets forth the framework by...
View ArticleSEC’s Views on Risk Factor Disclosures
On April 13, 2016, the SEC issued a Concept Release, Business and Financial Disclosure Required by Regulation S-K. In this release, which is part of the SEC’s initiative to review and improve its...
View ArticleNon-GAAP Financial Measures – Agenda Item for Upcoming Audit Committee Meetings
On June 27, 2016, SEC Chair Mary Jo White delivered a speech, which focused, in part, on non-GAAP financial measures, which have become the new old “hot button” issue for the SEC. Chair White strongly...
View ArticleWhat Is Good Corporate Governance? A Commonsense Approach
It seems to be a very simple question that does not always produce a clear-cut response. A group of high profile executives, including CEOs of major US corporations, tried to reach consensus on...
View ArticleConflict Minerals Rule and Pay Ratio Rule… Are Changes Forthcoming?
Conflict Minerals Rule Acting SEC Chairman Michael S. Piwowar issued a statement[1] on January 31, 2017 directing the SEC staff to reconsider whether the 2014 Guidance is still appropriate and whether...
View ArticleNasdaq Is Advocating for U.S. Public Market Reform
In May 2017, Nasdaq published a report titled The Promise of Market Reform: Reigniting America’s Economic Engine. The report stems from Nasdaq’s concern about the state of U.S. pubic markets, which...
View ArticleWhat Are Key Action Items Stemming from the New SEC Guidance on Cybersecurity...
On February 21, 2018, the Securities and Exchange Commission (“SEC”) issued Statement and Interpretive Guidance on Public Company Cybersecurity Disclosures. The SEC previously addressed this topic in...
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