September 16, 2020

Course Materials Now Available: Detailed Agendas & Talking Points!

As a “sneak peek” for our members who are attending our “Proxy Disclosure & Executive Pay Conferences” that are starting next Monday, September 21st, we have posted the “Course Materials” – 167 pages of practical nuggets.  For conference attendees who are not members, the materials will be posted later this week on our conference platform – so those folks can use the registration email to access the platform and navigate to the “View Course Materials” link on the homepage.

With so many pandemic and rule-related developments this year, the Course Materials are better than ever before! We don’t serve typical conference fare (i.e. regurgitated memos and rule releases); our conference materials consist of originally crafted practical bullets & examples. Our expert speakers go the extra mile!

Here’s some other info:

– How to Attend: There’s still time to register for our pair of upcoming conferences, and once you do, you’ll receive a Registration Confirmation email from Use that email to complete your signup for the conference platform, then follow the agenda tab to enter sessions and add them to your calendar. All sessions are shown in Eastern Time – so you will need to adjust accordingly if you’re in a different time zone. Here are the agendas for all three days!  If you have any questions about accessing the conference, please contact Victoria Newton at

Register for a Roundtable: New this year, we have added interactive roundtables to discuss pressing topics! We hope you’ll join us for one of these half-hour breakout sessions – you can sign up here.

– How to Watch Archives: Members of or who register for the Conferences will be able to access the conference archives until July 31, 2021 by using their existing login credentials. Or if you’ve registered for the Conferences but aren’t a member, we will send login information to access the conference footage on or

– How to Earn CLE Online: Please read these “CLE FAQs” carefully to confirm that your jurisdiction allows CLE credit for online programs. You will need to respond to periodic prompts every 15-20 minutes during the conference to attest that you are present. After the conference, you will receive an email with a link. Please complete the link with your state license information. Our CLE provider will process CLE credits to your state bar and also send a CLE certificate to your attention within 30 days of the conference.

Shareholder Proposal Rulemaking: SEC Open Meeting Postponed!

After blogging earlier this week about the SEC’s open meeting that had been scheduled for today when it would consider amendments to the shareholder proposal rules, late yesterday afternoon, the SEC issued a notice postponing the meeting.  Postponement is perhaps a small consolation for those hoping the meeting wouldn’t be cancelled.

The Commission will now consider amendments to the shareholder proposal rules at an open meeting calendared for September 23.  The notice says at the September 23 open meeting, the Commission will also consider whether to adopt amendments to the rules implementing its whistleblower program. It was just two weeks ago when the SEC cancelled its open meeting to consider amendments to the whistleblower program, which was the second time that rulemaking has been called off.  So, presuming the Commission holds the open meeting next Wednesday – and both items stay on the agenda – it could be a pretty significant rulemaking day for the SEC.

Financial Reporting: Looking Again at Effects of Covid-19

Financial reporting in 2020 has turned out to be more of a laborious exercise than most companies envisioned at this time last year. And, this Deloitte memo says that Covid-19’s ongoing impact isn’t making things any easier. The memo discusses some “top of mind” financial reporting and accounting issues that companies are dealing with as challenges resulting from the pandemic continue to evolve. Here’s an excerpt addressing accounting considerations for companies that may be thinking about optimizing their real estate footprint:

In connection with optimizing their real estate footprint on a go-forward basis, a number of companies are reevaluating their leases or lease portfolios. From an accounting standpoint, companies should consider whether a decision to no longer use a leased asset constitutes an abandonment of the asset. Accounting guidance generally requires a company to accelerate expense recognition for assets deemed “abandoned.” However, to be deemed abandoned, a company needs to assess whether it has the ability and would be willing to sublease the leased asset at any point during the remaining lease term. This may include considering the economic environment and the expected demand in the sublease market and will likely require a company to use more judgment when assessing longer remaining lease terms. The potential that a company would be willing to sublease an asset at any point in the future may preclude the company from considering an asset to be abandoned and thus preclude the acceleration of expense recognition.

Some of the other topics addressed in the memo include forecasting, non-GAAP disclosures, internal controls, stock compensation plans and awards, default risk on modified loans, goodwill impairment and modification of other contractual agreements.

– Lynn Jokela