November 18, 2020

SEC Adopts Amendments to Reg S-T Permitting Use of Electronic Signatures!

Yesterday, the SEC announced that it adopted rules to facilitate electronic submission of documents. Welcome news to many, the Commission adopted rule amendments to permit the use of electronic signatures used in connection with many documents filed with the Commission. The Commission also adopted rule amendments to require electronic filing and service of documents in administrative proceedings. Here’s an excerpt from the Commission’s press release about use of electronic signatures:

Today’s amendments permit a signatory to an electronic filing who follows certain procedures to sign an authentication document through an electronic signature that meets certain requirements specified in the EDGAR Filer Manual. In addition, the Commission amended certain rules and forms under the Securities Act, Exchange Act, and Investment Company Act to allow the use of electronic signatures in authentication documents in connection with certain other filings when these filings contain typed, rather than manual, signatures.

Back in April, I blogged about the rulemaking petition requesting the Commission amend rules under Reg S-T to permit use of electronic signatures when filing documents with the SEC – the SEC’s press release says that nearly 100 public companies joined in support of the petition.  With electronic signatures being more the norm these days, these amendments will make things simpler, especially as many continue working remotely.  See this Fenwick memo for more.  The electronic signature rule amendments will be effective upon publication in the Federal Register.

UK Leads Way with Impact of Climate Risk Reporting, Will U.S. Follow?

As reported in the WSJ, last week the UK announced that it will require large companies and financial institutions to report the financial impact of climate risk in alignment with the Taskforce on Climate-Related Financial Disclosures (TCFD) framework by 2025. The TCFD recommendations are widely recognized as authoritative guidance for reporting climate-related information. Many have called for increased reporting of the impact of climate risk and Larry Fink, BlackRock’s CEO, is among those that say the U.S. should take action too. Reuter’s reported that Fink welcomed the UK’s announcement for mandatory climate reporting and said ‘the U.S. should move faster so we can achieve greater coordination.’ He also said the DOL could make it ‘easier, not harder’ for asset managers to integrate sustainability issues into their investment strategies.

Some may recall that earlier this year, a subcommittee of the SEC’s Investor Advisory Committee approved a recommendation encouraging the SEC to begin addressing ESG disclosure. With the incoming Biden administration, climate change has been identified as among the top priorities and some are predicting the SEC may be more receptive to ESG-related disclosure requirements. When it comes to climate risk disclosure, SEC Commissioner Allison Lee has advocated for mandatory disclosure, most recently she stressed the need to address it in a keynote address at PLI’s securities law conference – Cydney Posner’s blog provides a good overview of the address. For now, it remains to be seen if the U.S. moves forward on climate risk reporting and if so, how quickly that might happen.

Tomorrow’s Webcast: “Pay Equity – What Compensation Committees Need to Know”

Tune in tomorrow for the webcast – “Pay Equity: What Compensation Committees Need to Know” – to hear Anne Bruno of Mintz, Tanya Levy-Odom of BlackRock, Josh Schaeffer of Equity Methods and Heather Smith of Impax Asset Management | Pax World Funds discuss pay equity – including why it’s in the spotlight, the difference between “pay equity” & “pay gap”, shareholder expectations, disclosure trends on pay gaps & pay equity, pay ratio interplay, mechanics of board & committee oversight and preparing for shareholder engagements & proposals.

– Lynn Jokela