January 13, 2021

MD&A & Financial Disclosures: What’s the Compliance Date?

Yesterday, I blogged about the effective date & mandatory compliance date for the SEC’s new MD&A and financial disclosure rules.  Unfortunately, there appears to be a bit of confusion within the U.S. government about when companies will be required to comply with the new rules.  The version of the adopting release for the rules published in the Federal Register (p. 2109) says that the mandatory compliance date is August 9, 2021, while the updated version at the SEC’s website (p. 104) says the compliance date is September 8, 2021.

The version originally published by the SEC said that the mandatory compliance date would be 210 days after publication of the rules in the Federal Register, which gets you to August 9th.  The September 8th date is 210 days after the effective date of the rules.  Well, at least we have some time to sort this out – although I think the Federal Register version controls.

Update: August 9th it is! The SEC has revised the version of the adopting release on its website to conform to the Federal Register.

SEC Solicits Comment on NYSE Shareholder Approval Proposal

Last month, the NYSE submitted proposed amendments to its shareholder approval rules. On December 28th, the SEC issued a notice soliciting public comment on the proposed rule change. Here’s the intro from this Mayer Brown blog:

On December 16, 2020, the New York Stock Exchange (“NYSE”) filed a proposed rule change to certain of its shareholder approval requirements, which would bring the NYSE’s shareholder approval rules into closer alignment with those of Nasdaq. Last year, the NYSE temporarily waived certain requirements under Section 312 in order to provide listed companies with greater flexibility to raise capital during the COVID-19 crisis (the NYSE has proposed to extend these temporary waivers through March 31, 2021). The NYSE’s proposed rule change includes amendments that are identical to such waivers.

The blog also provides details on other aspects of the rule proposal. The NYSE’s temporary waiver of certain requirements under Section 312 was initially issued back in April 2020. It was originally scheduled to expire in June 2020, but was subsequently extended to the end of the year & recently extended again until March 31, 2021.  The comment period on the rule proposal expires 21 days after publication of the notice in the Federal Register – or maybe September 8th, I don’t know. . .

Tomorrow’s Webcast: Glass Lewis Dialogue – Forecast for the 2021 Proxy Season

Tune in tomorrow for the webcast – “Glass Lewis Dialogue: Forecast for the 2021 Proxy Season” – to hear Courteney Keatinge of Glass Lewis, Ning Chiu of Davis Polk and Bob Lamm of Gunster discuss what to expect with the new proxy adviser rules, investors’ focus on diversity and other ESG issues, virtual meetings and other pandemic-related developments.

Earlier this week over on “The Proxy Season Blog”, Liz blogged about State Street’s efforts to ratchet up the pressure on boards to address diversity issues, which makes this webcast even more timely!

John Jenkins