Yesterday, the SEC announced that Rob Evans will serve as a Deputy Director for Corp Fin – joining existing Deputy Director Shelley Parratt (Rob will head the “Legal & Regulatory Policy” side; Shelley will continue to lead “Disclosure Operations”). Rob comes to the SEC from Shearman & Sterling – he worked there with Corp Fin Director Bill Hinman before Bill moved to Simpson Thacher. Rob was also a colleague of former Corp Fin Director Linda Quinn.
SEC Commissioner Nominees: Hester Peirce Back in the Mix?
Broc blogged last year – and again a few months ago – about the nomination saga of Hester Peirce. Now – according to this Bloomberg article – her name’s reportedly returned to the top of the list for the open Republican seat at the SEC:
Hester Peirce, a former U.S. Securities and Exchange Commission counsel and Senate aide, is the Trump administration’s likely choice to fill the open Republican seat at the Wall Street regulator, according to people familiar with the matter.
Should President Donald Trump pick Peirce to be an SEC commissioner, her nomination will likely be paired with a candidate backed by Senate Democrats for another vacant seat at the agency, according to the people, who weren’t authorized to speak publicly about the process. Candidates that have been discussed for the Democratic spot include Robert Jackson, a Columbia University law professor, and Bharat Ramamurti, an aide to Senator Elizabeth Warren, the people said.
SEC’s Chief Accountant: Guidance for Audit Committees
A recent speech by SEC Chief Accountant Wes Bricker addressed how attention by audit committees to their core responsibilities can help promote the integrity of financial reporting & our capital markets. Here’s an excerpt from Ning Chiu’s blog:
– New Revenue Recognition Standard. Audit committees should understand management’s implementation plans and the status of the progress on the new revenue recognition standards, including any required updates to internal control over financial reporting. The audit committee should also communicate with auditors about any concerns the auditors may have regarding management’s application of the standard.
– Auditor Independence. Audit committees should “own” the selection of the audit firm, including making final decisions in the negotiation of audit fees. In its oversight of the audit relationship, audit committees must oversee auditor independence. The Office of the Chief Accountant (OCA) encourages audit committees and management to address independence questions with the SEC staff. If an auditor submits an independence matter to OCA, the SEC staff will sometimes reach out to the audit committee to understand its position.
The speech also touched on the PCAOB’s proposed changes to audit reports, which I blogged about earlier this month.
Recently, we held the 4th Annual “Women’s 100 Conferences” – in both Palo Alto & New York City. I’ve been attending these from the beginning & this year’s continued to live up to the hype! Here are 5 things I learned:
1. How To Know Your Shareholders: If you don’t have a centralized database to track notes from your shareholder engagement meetings (and your shareholders’ voting guidelines) – start one. Some companies have added this element to existing IR software – e.g. Ipreo. Others have a more basic approach. The bottom line is that institutional investors expect you to know where they stand on important issues. And they don’t want to rehash the same issues every year – you should just cover how their concerns have been considered or resolved. Your notes should also include your shareholders’ current contact procedures & preferences, which often change from year to year.
2. How To Know Your Potential Shareholders: We didn’t debate whether “the law of attraction” applies to shareholder engagement – but several people recommended thinking not only about your existing shareholders, but also the type of shareholders you’d like to get. This plays out in governance structures (e.g. single v. dual-class shares), environmental & social initiatives and your outreach efforts. Don’t overlook the communication value of your public disclosures for both existing & potential shareholders.
3. The Art of Using Directors in Off-Season Engagement: Shareholders might ask to meet with a director if there’s been a big strategic or executive pay change – or if there was low support for a company proposal at the annual meeting. They want to understand the board’s decision-making process & how it’s processing shareholder feedback. Directors can be really helpful, particularly if there are messages that are difficult to convey in a written proxy statement. But it’s extremely important to prep them on that shareholder’s policies & concerns – and how they relate to the company & its existing disclosures. Avoid cringe-worthy moments like “we just approved the pay package because the consultant recommended it.”
4. Icebreakers Work: Everyone introduced themselves at the beginning of both events – super helpful for anyone trying to connect with a particular person. On the West Coast, we all described our practice – but almost everyone’s was similar. On the East Coast, we had everyone say a “favorite” – book, movie, band, travel destination, etc. In addition to getting some good recommendations, I learned that this 10 minutes can really set the tone for the day. People were relaxed & jumped in with lots of questions during the panels.
5. We’re Building Community: I’ve always loved these conferences because the format encourages lots of interaction – you can meet heavy-hitters during speed-friending & connect over lunch with peers at the same career stage. So it was especially cool to talk with two women who are now close friends, after meeting at the conference a few years ago. We hope this becomes common!
Sights & Sounds: “Women’s 100 Conference ’17”
This 1-minute video captures the sights & sounds of the “Women’s 100” events that just wrapped up in Palo Alto & NYC:
The debate over voting rights (or lack thereof) wound up being the hottest issue of the proxy season. As Broc recently blogged, the debate over Snap’s dual-class structure continues. More recently, this Form S-1 filed by Blue Apron has created a stir. Here’s an excerpt that describes its triple-class voting rights:
We have two classes of voting common stock, Class A common stock and Class B common stock, and one class of non-voting stock, Class C capital stock. Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Shares of Class C capital stock have no voting rights, except as otherwise required by law.
Holders of Class A common stock and Class B common stock vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. Upon the completion of this offering, the holders of the outstanding shares of Class B common stock will collectively have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change in control transaction.
We are issuing shares of Class A common stock in this offering. The outstanding shares of Class B common stock are held by our executive officers, employees, directors and their affiliates, and certain other stockholders who held our capital stock immediately prior to this offering. The Class C capital stock is available for use for, among other things, strategic initiatives, including financings and acquisitions, and the issuance of equity incentives to employees and other service providers.
As described in this blog from Cooley’s Cydney Posner, Professor Charles Elson predicts that Delaware courts will be reluctant to apply the business judgment rule when there are multi-class structures like this. See this blog by Manifest for a UK perspective on multiple classes.
Pay Ratio: Odds of a Delay?
Here’s an excerpt from this blog by Steve Seelig & Puneet Arora of Willis Towers Watson:
If the SEC follows the lead of the Department of Labor (DOL), which recently decided it will not further delay its controversial fiduciary rule, we may not get a delay of CEO pay ratio. In essence, the DOL determined that as a matter of regulatory procedure, it cannot move to delay a final rule without reopening the rulemaking process for additional comments.
Regarding pay ratio, we think Acting Chairman Michael S. Piwowar’s request for additional comments earlier this year may have been anticipating this regulatory hurdle, so it is possible the SEC would view those comments as supporting a delay.
Even if this was the thinking, the question would not be considered until the SEC has a sufficient number of Commissioners in place. As of today, Jay Clayton (R) is Chairman, with Kara M. Stein (D) and Mr. Piwowar (R) holding the other seats. SEC rules require three commissioners to constitute a quorum, and the thinking is that Commissioner Stein would not agree to attend a meeting where delay of the CEO pay ratio rule would be on the agenda.
– Special Considerations in California M&A Deals
– Alternatives to Traditional Working Capital True-Ups: The Locked Box Mechanism
– Chart: Delaware Standards of Review for Board Decisions
Remember that – as a “thank you” to those that subscribe to both DealLawyers.com & our Deal Lawyers print newsletter – we are making all issues of the Deal Lawyers print newsletter available online. There is a big blue tab called “Back Issues” near the top of DealLawyers.com – 2nd from the end of the row of tabs. This tab leads to all of our issues, including the most recent one.
And a bonus is that even if only one person in your firm is a subscriber to the Deal Lawyers print newsletter, anyone who has access to DealLawyers.com will be able to gain access to the Deal Lawyers print newsletter. For example, if your firm has a firmwide license to DealLawyers.com – and only one person subscribes to the print newsletter – everybody in your firm will be able to access the online issues of the print newsletter. That is real value. Here are FAQs about the Deal Lawyers print newsletter including how to access the issues online.
Yesterday, after nearly a decade since the project kicked off, the PCAOB adopted a new standard for audit reports – “AS #3101.” Weighs in at 236 pages. The SEC still needs to approve the standard.
Among other items, audit reports will need to describe the auditor’s take on “critical audit matters” that are communicated to the audit committee. These are matters that relate to material financial statement accounts or disclosures & involve especially complex judgment. Here’s the PCAOB’s press release. And see this Jack Ciesielski blog – and this WSJ article. We’ll be posting memos in our “Audit Reports” Practice Area.
This represents the first major revision to the audit report in over 50 years. It requires a major revision in how auditors think about what – and how – they communicate to boards and investors. It requires increased transparency on the part of auditors, who will need to adapt to the change – or face the consequences. This is a positive development for both investors and auditors if done right.
If approved by the SEC, parts of the rule – relating to the auditor’s tenure & role – would be effective for 2018. And the requirement to describe critical accounting matters would be effective for large accelerated filers beginning mid-2019; all other companies starting in 2021.
Here’s an excerpt from the statement by PCAOB Board Member Steven Harris:
Today’s action is a direct response to calls from investors for the Board to expand the auditor’s report to include information about the difficult parts of the audit, and information that the auditor gained from the audit that he or she would like to know as an investor – basically what “kept the auditor awake at night.”
Audit Reports: What Other Countries Already Do
For an idea of what the newly-enhanced audit report in the USA will look like, we can look to the UK & other countries that already have similar requirements. See this excerpt from Deloitte’s 2016 report on Marks and Spencer, courtesy of this SEC Institute Blog:
We performed a full scope audit on seven components representing 99% of the Group’s revenue, 90% of the Group’s profit before tax and 90% of the Group’s net assets. During our first year as auditor of the Group, we visited all significant locations. For our second year, we have implemented a rotational approach to these visits. We determined materiality for the Group to be £30 million. We reported all audit differences in excess of £1 million.
PCAOB’s Proposal: Auditor’s Specialist Use
Yesterday, in this 142-page proposing release, the PCAOB proposed to strengthen requirements that would apply when auditors use the work of specialists in an audit. Here’s the PCAOB’s press release. Comments are due by August 30th.
PCAOB’s Proposal: Auditor’s Estimates (Including Fair Value Measurements)
Yesterday, in this 152-page proposing release, the PCAOB proposed to enhance the requirements that apply when auditing accounting estimates, including fair value measurements. Here’s the PCAOB’s press release. Comments are due by August 30th.
We haven’t seen many successful climate change proposals in past years, but this year is different. Last week, Broc blogged about the proposal at Occidental Petroleum for a “2-degree scenario analysis” – notably passing with BlackRock’s support. Yesterday, ExxonMobil shareholders approved a similar proposal – with 62% supporting! – bringing the tally to three major companies this month (PPL being the third).
This Washington Post article suggests that in addition to BlackRock & State Street, Vanguard also voted in favor of the ExxonMobil proposal – which would be consistent with its recently updated E&S policies. But as noted in this article, this would be a break for Vanguard because they rarely challenge management. This new trend in institutional investor voting practices means we’ll probably see many more climate proposals in the near future.
As far as PPL, Oxy & ExxonMobil, this excerpt from Cydney Posner’s blog explains the next steps:
As is typical, these proposals are all precatory, but, as you know, companies do feel the heat when a proposal receives a majority vote in favor. According to Reuters, a PPL spokesman said that the company “is committed to sustainable energy” and that the board “‘will carefully consider the results and determine the best path forward.’”
Reuters also reported that the ExxonMobil CEO indicated that “the board would review the request.” Bloomberg BNA reported that the Chair at Occidental acknowledged shareholder support for the proposal and said that the company looked “forward to continuing our shareholder engagement on the topic and providing additional disclosure about the company’s assessment and management of climate-related risks and opportunities.” Reuters also noted that proposals have been submitted at several other companies but were withdrawn the companies conceded to take steps the proponents viewed as acceptable.
Are “Operating Metrics” the New Non-GAAP?
Earlier this month, SEC Chief Accountant Wes Bricker remarked that lessons from recent non-GAAP scrutiny also apply to disclosure of operating metrics, forecasts & other kinds of supplemental information:
I believe that much of the recent experience with non-GAAP financial metrics also provides lessons for other kinds of reporting by companies. Similar to non-GAAP financial reporting, key operating metrics and forecasts may also be distorted via bias – for example, painting a potentially misleading picture – error, or fraud, all of which undermine the credibility of the reporting. Therefore, it is important that companies proactively and thoughtfully address risks to their reporting.
Companies should first understand the other information being reported, including how operating metrics are defined.
Companies then should have adequate disclosure controls and procedures in place. In some respects, these other reporting processes may require more steps than some GAAP processes, not fewer. This is because, for example, a company’s other reporting does not have the benefit of standard-setting due process, which solicits stakeholder views on a representationally faithful manner of reporting a particular event or transaction and the types of disclosures needed by financial statement users. When a company determines a supplemental reporting framework, it does not have the benefit of a standard setter’s due process and must look to its own policies, audit committee, and other stakeholders for input.
Finally, companies should consider whether it would be beneficial to obtain insight into their other reporting processes from those outside of the finance and investor relations functions. Sometimes a fresh perspective can provide new insight into potential risks and ways to maintain the effective operation of essential controls and procedures.
This blog from Cooley’s Cydney Posner delves into more details. She notes that the SEC’s accounting staff used the big AICPA conference last year to forewarn of their impending crackdown on misleading non-GAAP practices. We’ve been talking about Corp Fin’s updated CDIs – and the related comment letters and Enforcement sweep – ever since.
Our June Eminders is Posted!
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Reportedly, SEC Chair Jay Clayton plans to tap one of his former Sullivan & Cromwell partners to lead the SEC’s Enforcement Division – Steve Peikin. Sounds like Steve will be the co-head with Stephanie Avakian, who was elevated from Deputy Director to Acting Director back in December. Here’s an excerpt from this WSJ article by Dave Michaels:
The decision to hire two top managers for the SEC’s enforcement division would ease some of the issues created by Mr. Peikin’s past work for Wall Street. Mr. Peikin has done high-profile defense work for Barclays PLC and Goldman Sachs Group Inc. Under SEC ethics rules, he would be barred for one year from supervising any cases that affect Goldman or other clients of Sullivan & Cromwell.
Mr. Peikin, a graduate of Harvard Law School, leads the criminal defense and investigations group at Sullivan & Cromwell. From 1996 to 2004 he was an assistant U.S. attorney in Manhattan, where he oversaw the Southern District of New York’s securities and commodities task force. During that era, Mr. Peikin earned headlines for his prosecution of star technology banker Frank Quattrone, who was convicted of obstructing a government investigation and witness tampering, although an appeals court later threw out the judgment.
More recently, Mr. Peikin was part of the defense team for futures trader Michael Coscia, who became the first U.S. trader criminally convicted of spoofing, a fraudulent trading strategy. Spoofing, which became illegal under the 2010 Dodd-Frank Act, involves placing orders that one doesn’t intend to fulfill, in an effort to trick other traders into altering their prices in a direction that benefits the spoofer. Mr. Coscia’s case is now pending before a federal appeals court.
This wouldn’t be the first time the Enforcement Division had Co-Directors. Broc blogged about Mary Jo White’s decision to “split the baby” back in 2013. The use of co-heads solves any conflict issues caused by bringing in someone from outside the agency to lead the Division…
D&O Insurance: Structuring Concerns
No director wants sub-par insurance coverage – and counsel is at least partially on the hook if that happens. This blog by Kevin LaCroix explains why program structure matters & how competing interests affect coverage decisions. Here’s the intro:
Most D&O insurance buyers understand the critical importance of limits selection – that is, deciding how much insurance to buy. But an equally important question involves the issue of program structure – that is, how the insurance program is put together.
Many insurance buyers understand that, in order to be able to purchase an insurance program with the desired limits of liability, their D&O insurance will be structured with a layer of primary insurance and one or more layers of excess insurance. In addition, these days many D&O insurance buyers also purchase an additional layer – usually on the top of program – of Side A Difference in Condition (DIC) insurance.
As noted in a recent post on the “Pillsbury Policyholder Pulse” blog, no coverage may be less understood than the Side A DIC policy. But even if frequently misunderstood, the coverage provides corporate directors and officers an important safety net. Moreover, there are other important D&O insurance program structure issues, beyond just the need for Side A DIC insurance.
D&O Insurance: What Startups Need To Know
D&O insurance is also important for private companies – more than 25% have had claims in the last three years & the average loss was $387,000. For early-stage ventures, it’s purchased around the time the company gets outside investors & directors, or at the time of hiring employees – but the list of potential claimants can also include customers, vendors, suppliers, creditors & others.
This Morrison & Foerster article gives tips on deciding what coverage to get – and when & how to get it (also see this blog by Kevin LaCroix). Here’s some intel on how coverage & premiums are determined:
A startup can plan on approximately $15,000 in premiums for $1 million of coverage, depending on market condition & policy wording. Specific premium amounts are largely determined by the company’s current financial statements – income statement & balance sheet. Any prior claims will also have a negative impact on pricing.
It’s critical to be able to negotiate policy wording to extract the broadest coverage grants for the business. Policy premiums may vary among insurance providers, but a startup can expect to pay higher premiums for greater coverage.
One of the more challenging aspects of this new job is learning how to blog. Luckily, I’m learning from one of the best. Here’s 5 things I’ve learned from Broc so far:
1. Write like you speak. I’m human. You’re human.
2. Get to the point. People tend to scan online rather than straight read.
3. Show a little personality.
4. But don’t show too much personality.
5. Have fun!
Annual Meetings: Another Season in the Books!
This year, the number of annual meetings peaked on May 18th. Time for your two-second break…
Last month, John blogged about disclosing material changes to ICFR that result from the new revenue recognition standard – which takes effect at the start of next year. It’s also worth noting that revenue recognition is one of the most common accounting issues that trigger a material weakness. And having a material weakness is more than just embarrassing – SEC Chief Accountant Wes Bricker cited these nasty consequences in his recent speech:
– Companies disclosing internal control deficiencies have credit spreads on loans about 28 basis points higher than that for companies without internal control deficiencies
– After disclosing an internal control deficiency for the first time, companies experience a significant increase in cost of equity, averaging about 93 basis points
According to this Deloitte memo, companies can avoid a material weakness by identifying controls necessary to make judgments under the new standard. Here’s a teaser:
The new revenue standard requires companies to apply a five-step model for recognizing revenue. As a result of the five steps, it is possible that new financial reporting risks will emerge, including new or modified fraud risks, and that new processes and internal controls will be required. Companies will therefore need to consider these new risks and how to change or modify internal controls to address the new risks.
For example, in applying the five-step model, management will need to make significant judgments and estimates (e.g., the determination of variable consideration and whether to constrain variable consideration). It is critical for management to (1) evaluate the risks of material misstatement associated with these judgments and estimates, (2) design and implement controls to address those risks, and (3) maintain documentation that supports the assumptions and judgments that underpin its estimates.
You’ll need to consider one-time controls that relate to implementing the new standard as well as ongoing controls to track information and support sound revenue recognition judgments going forward. And remember – strong controls are also a “must” for your pre-adoption transition disclosures…
Revenue Recognition: Enhance All Of Your Revenue Disclosures…
This blog from Cydney Posner digs in to the myriad of revenue recognition disclosure issues that are coming our way. I blogged last month about transition disclosures – but those are just the tip of the iceberg. In recent remarks, Sylvia Alicea of the SEC’s Office of Chief Accountant explained:
The disclosures required by the new standard are designed to allow an investor to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
The pertinent facts and related reasonable judgments related to a registrant’s contracts with customers, including the significant judgments made in applying the principles of the new revenue standard, should be disclosed to better inform investors’ decisions.
This disclosure will be different & more detailed than what currently exists – and it’s best to think through it before you face a looming reporting deadline.
Revenue Recognition: Impact on Contracts
Here’s a friendly reminder that you should already be incorporating the new revenue recognition concepts in your contracts. This blog by Steve Quinlivan elaborates on drafting tips that align with the 5 steps outlined in the new standard. Here are a few things to watch for:
– In some situations, you might have to combine contracts entered into around the same time with the same customer & account for them as a single contract
– If the contract involves both goods & services – and you want to separately recognize revenue for these deliverables – make sure to draft them as distinct obligations and allocate the contract price
– Variable consideration can make it tricky to estimate & recognize revenue
– Make sure your team understands that performance under the contract – not necessarily timing of payments – triggers revenue recognition
For even more detail on these points, take a look at this speech from Sylvia Alicea of the SEC’s Office of Chief Accountant.
We normally don’t comment on rumors, but we couldn’t ignore this WSJ article by Dave Michaels:
President Donald Trump’s choice to run the Securities and Exchange Commission is quietly assembling a cabinet of top staff members who spent their careers on Wall Street or advised companies on big deals, foreshadowing the Commission’s quick pivot toward a deregulatory agenda.
Aides to Jay Clayton, Mr. Trump’s pick as SEC Chairman, have interviewed or offered positions to people who would run the divisions that investigate wrongdoing and fraud, regulate public companies and oversee stock exchanges, according to people familiar with the matter. The group of expected hires includes William Hinman, a partner at Simpson & Thacher LLP, who is likely to run the SEC division that writes the rules for public company disclosures.
The full Senate is expected to vote on Mr. Clayton’s nomination as soon as early May.
The SEC’s six division directors have often come from Wall Street or from law firms that advise or defend financial companies. Mr. Hinman, who donated to Hillary Clinton’s presidential campaign, was the top American lawyer advising Alibaba Group Holding Ltd. on its $25 billion initial public offering, one of the biggest ever in U.S. markets. He began his career in New York before moving to Silicon Valley in 1994 and becoming a top legal adviser on tech IPOs.
A spokesman for Mr. Clayton declined to comment on any hiring efforts, saying the nominee “remains focused on the Senate confirmation.”
Financial Choice Act 2.0: CII Weighs In
A few days ago, CII delivered a letter to the House Financial Services Committee in advance of today’s hearing. Broc is quoted on pg. 14 based on an excerpt from this blog.
Here’s the intro from this WSJ article by Andrew Ackerman:
Does the U.S. need two separate market cops in Washington? That question is generating a lot of discussion early in the Trump administration as U.S. policy makers consider ways to streamline the federal bureaucracy by potentially merging the Commodity Futures Trading Commission into the Securities and Exchange Commission.
To be sure, the idea of combining the scrappy CFTC with the much larger and more bureaucratic SEC remains politically contentious and is highly unlikely to ever materialize. It is an idea that has been kicking around Washington for decades—and remained an idea. But some policy heavyweights support it. They include former Federal Reserve Chairman Paul Volcker , the conservative Heritage Foundation and Barney Frank, the retired Democratic congressman from Massachusetts. Mr. Frank has said he regrets that his namesake regulatory-overhaul law, the 2010 Dodd-Frank Act, didn’t merge the two regulators. The fact that they operate separately is the “single largest structural defect in our regulatory system,” he said in a 2012 statement shortly before retiring.
If the government could start from scratch, it wouldn’t have two separate agencies, supporters of a merger say. Proponents also argue a merger would simplify the regulation of financial firms that must adhere to rules set by two separate entities. A bank, for instance, might be regulated by the SEC as a publicly traded company, a broker and an asset manager. The same bank might be subject to CFTC oversight as a futures commission merchant (the equivalent of a broker) and a swap dealer. (The SEC also regulates swap dealers, as it shares jurisdiction with the CFTC over swaps, but it only oversees a sliver of the market.)
We have posted these survey results on Rule 10b5-1 plan practices:
1. Does your company require insiders to sell shares only pursuant to a Rule 10b5-1 trading plan?
– Yes, insiders are required to use Rule 10b5-1 plans in order to sell shares – 4%
– No, but they are strongly encouraged – 44%
– No, and they are not explicitly encouraged – 52%
– Not sure, it hasn’t come up – 0%
2. Does your company review and approve each insider’s Rule 10b5-1 trading plan?
– Yes, it is subject to prior review and approval by the company pursuant to the insider trading policy – 78%
– Yes, but only the template plan is reviewed and not the actual trading schedule – 13%
– No, but we have a broker that we require to be used and have reviewed that brokers template – 7%
– No, and there is no requirement to go through a specific broker – 2%
3. Does your company allow sales of shares through Rule 10b5-1 trading plans during blackout periods?
– Yes – 82%
– No – 13%
– Not sure, it hasn’t come up – 4%
4. Does your company require a waiting period between execution of Rule 10b5-1 trading plans and time of first sale?
– Yes, it is a two week waiting period or less – 11%
– Yes, it is a one month waiting period (or close to it) – 33%
– Yes, it is a two month waiting period (or close to it) – 4%
– Yes, it is a waiting period until the next open window – 28%
– No – 15%
– Not sure, it hasn’t come up – 9%
5. Does your company allow insiders to voluntarily terminate a Rule 10b5-1 plan?
– Yes – 86%
– No, only terminations dictated by the trading plan are allowed – 14%
6. Does your company make public disclosure of the insiders’ Rule 10b5-1 trading plans?
– Yes, but only for directors and/or one or more officers – 20%
– Yes, for all directors and employees – 2%
– No – 78%
7. If your company makes public disclosure, how does it do it?
– Form 8-K – 42%
– Press release – 0%
– Website posting – 0%
– Combination of above – 0%
– Other – 58%
Corp Fin’s “Small Business Forum”: 15 Recommendations
Recently, Corp Fin issued this set of recommendations from its annual “Small Business Forum.” The recommendations are on pages 15-19…
More on Our “Proxy Season Blog”
We continue to post new items regularly on our “Proxy Season Blog” for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:
– Institutional Investors: Survey
– Virtual Annual Meetings: Activism Against
– Shareholder Proposals: Investors Weigh In on Reform
– The “50/50 Climate Project”
– Last Chance! Proxy Season Reminders
