November 22, 2016

ISS Issues ’17 Voting Guidelines

Yesterday, ISS issued its 2017 policy updates, which applies to meetings starting in February (here’s the policy updates for outside the US). Similar to Glass Lewis, the ISS’ updates aren’t too significant for existing public companies – but there are several new & revised policy changes related to equity plans, including on director compensation. Davis Polk’s Ning Chiu gives a rundown of the most significant changes in this blog

CDIs: A Big One on Reg D’s Integration; Three Small Ones for Reg A

Nicely timed with the annual “Small Business Capital Formation Forum,” Corp Fin released 3 CDIs on Regulation A & one on Reg D last Thursday. As noted in this Stinson Leonard Street blog, the Reg D one is about integration – only fitting as I was taping a podcast with Stan Keller that day, the “Dean of Integration”:

Reg A CDI 182.12
Reg A CDI 182.13
Reg A CDI 182.14
Reg D CDI 256.34

Corp Fin Updates Financial Reporting Manual (Been a While)

Recently, Corp Fin indicated that it updated its “Financial Reporting Manual” to add guidance relating to the implementation of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (as amended by Accounting Standards Update No. 2015-14) and IFRS 15, Revenue from Contracts With Customers, Accounting Standards Update No. 2016-02, Leases (Topic 842) and IFRS 16, Leases, and Accounting Standards Update No. 2015-09, Disclosures about Short-Duration Contracts (Topic 944); clarify guidance on emerging growth company financial statements; clarify filings required after effectiveness of Form 10; and clarify guidance on impact of loss of smaller reporting company status on filing deadlines, among others. Think it’s been nearly a year since the last change (other than for the FAST Act)…

Broc Romanek