October 30, 2019

SEC’s “Proxy Advisor & Shareholder Proposal” Proposals Coming Next Tuesday!

Last night, the SEC posted this Sunshine Act notice to announce it will hold an open meeting next Tuesday, November 5th to propose rule changes for proxy advisors & shareholder proposal thresholds – here’s the agenda. My blog yesterday included an excerpt from an FT article about what may be in the proposals. Check that out for a possible preview.

We’ll be covering this, along with the SEC’s recent Rule 14a-8 proposal during our upcoming webcast – “Shareholder Proposals: What Now” – on Thursday, November 21st. In that program, Davis Polk’s Ning Chiu, Morrison & Foerster’s Marty Dunn and Gibson Dunn’s Beth Ising will also be discussing Corp Fin’s new approach for processing shareholder proposal no-action requests and the expected impact of Staff Legal Bulletin No. 14K.

SEC Starts Posting “Edgar Is Down” Notices

Just last week, Broc blogged his frustration about how the SEC wasn’t posting “Edgar is down” notices as we thought they would be doing. Yesterday afternoon, the SEC posted their first one:

EDGAR System Technical Difficulties

The EDGAR system is experiencing technical issues, which may impact filers’ ability to make submissions to EDGAR. Our technical staff is working to resolve the issues. We apologize for any inconvenience caused. Please note that updates regarding the resolution of this issue will be posted on this site. Once the outage has been resolved, we will work with filers who are impacted to resolve any impact from the inability to file.

Update – For those Issuers who are unable to furnish or file an Item 2.02 Report on Form 8-K to meet the requirements of paragraph (b)(1) of Item 2.02, but are unable to do so because of these difficulties, the staff will adjust the receipt date of such report so that it will be deemed furnished or filed at the time the Issuer first attempted to submit such report.

And this morning, the SEC posted their first “Edgar is back up” notice as an update to the “Edgar is down” notice:

Update – The technical issue has been resolved. EDGAR is operating normally. Filers who attempted to file but were unable to do so as a result of the outage should submit their filing as soon as possible, and contact Filer Support at 202 551-8900, or email Please provide the CIK, accession number of the impacted filing.

TCFD: Real-World Disclosures

A few months ago, I blogged about the “TCFD Implementation Guide” – it has annotated mock disclosures that show how companies could present climate-related financial info. Now, SASB and the Climate Disclosure Standards Board (CDSB) are back with this 50-page “Good Practice Handbook.

The Handbook teases out specific examples of effective reporting from companies around the world. It focuses on the 4 core TCFD elements of governance, strategy, risk management, and metrics & targets.

Liz Dunshee