Securities Law Blog

SEC Staff Provides Guidance on Reporting Impact on Deferred Tax Assets under New Tax Cuts and Jobs Act

Spencer G. Feldman — Wed, 27 Dec 2017 09:00:01 -0500

New staff interpretative guidance clarifies for publicly traded companies and their auditors and legal and tax advisors the applicability of reporting the impact of a change in tax rates on deferred tax assets under Item 2.06 of Form 8-K.

Reporting Sexual Misconduct Allegations May Not Be Ready for SEC Disclosure Yet But Should Be Part of the Conversation

Spencer G. Feldman — Tue, 12 Dec 2017 09:00:02 -0500

Public companies need to be proactive and forward-thinking on their disclosure obligations when confronted with internal investigative findings that a director, executive officer or key employee engaged in sexual misconduct.

SEC Recoveries from Whistleblower Tips about Securities Law Violations Top $1 Billion

Jason S. Saltsberg — Fri, 01 Dec 2017 09:00:03 -0500

On November 30, 2017, the SEC announced that it awarded more than $16 million to a pair of whistleblowers reporting securities law violations by a public company, ranking it among the ten largest awards since the inception of the whistleblower program. With this case, SEC enforcement actions triggered by whistleblowers have now resulted in more than $1 billion in financial remedies ordered against wrongdoers.

Institutional Shareholder Services Releases Voting Policy Updates for 2018

Steve Wolosky, Andrew Freedman — Wed, 29 Nov 2017 09:00:04 -0500

On November 16, 2017, Institutional Shareholder Services released updates for its Global Benchmark Proxy Voting Guidelines that will take effect for shareholders meetings held on or after February 1, 2018.

Institutional Shareholder Services ("ISS") recently released updates for its Global Benchmark Proxy Voting Guidelines that take into account the results of ISS’ Global Policy Survey, which we covered in our previous blog post on September 26, 2017, as well as its examination of relevant research, studies and commentary and various policy roundtables and group discussions held by ISS. This post focuses on ISS’ main updates to its policies for the United States relating to its recommendations on director elections and shareholder proposals.

The SEC Is Increasingly Eliciting Risk Factor Disclosure Describing Cybersecurity Risks and Past Cyber Attacks from All Public Companies

Spencer G. Feldman — Thu, 02 Nov 2017 09:00:05 -0400

If your company’s databases “may be” subject to unauthorized access, the SEC is likely to remind you of your disclosure obligations relating to cybersecurity risks and cyber breaches, including their costs and associated consequences.

Utilizing Social Media in Proxy Contests: Considerations for the Upcoming Proxy Season

Tue, 24 Oct 2017 09:00:06 -0400

As shareholder activists fine-tune their communications strategies for the upcoming proxy season, we expect that many will view social media as an increasingly important means of getting their message out to shareholders. Although a number of prominent investors have used certain forms of social media for years (e.g., Carl Icahn’s use of Twitter), we have only recently seen investors begin to engage with multiple social media platforms as part of a comprehensive digital and social media strategy for their campaigns. Noted examples include Elliott Management’s successful campaign at Arconic and
Pershing Square’s ongoing election contest at Automatic Data Processing.

This blog post lays out the important legal issues and other information that investors should consider when evaluating whether and how to use social media in their upcoming campaigns.

SEC Proposes Eliminating Formal Confidential Treatment Process for Material Contract Exhibits, Favoring Normal Staff Review of Already Redacted Contracts

Spencer G. Feldman — Fri, 20 Oct 2017 09:00:07 -0400

The SEC’s FAST Act Modernization and Simplification of Regulation S-K release would leave the decision about omission of proprietary information in an SEC filing to the registrant, without filing a confidential treatment request. This accommodation is not without potential issues.

SEC Proposes Amendments to Modernize and Simplify Regulation S-K Disclosure Requirements

Kenneth M. Silverman — Wed, 18 Oct 2017 09:00:08 -0400

First open meeting under Chair Clayton includes unanimous approval of proposed revisions to SEC disclosure rules and forms

The Wall Street Journal’s Streetwise Columnist Explores Reinventing the Traditional IPO Process by Combining Aspects of the SPAC Model to Address Drawbacks Feared by Tech Unicorns

Spencer G. Feldman — Mon, 09 Oct 2017 09:00:09 -0400

In an exceptionally thoughtful column using the recent Social Capital Hedosophia SPAC IPO as his test case, author James Mackintosh suggests it's time to fix IPOs with smarter lock-ups, an auction process variant for price setting and more say by issuers over who gets stock.

Institutional Shareholder Services Announces Results of its 2017-2018 Global Policy Survey Covering Governance Issues Relevant to Shareholder Activism

Steve Wolosky, Andrew Freedman — Tue, 26 Sep 2017 09:00:10 -0400

On September 25, 2017, Institutional Shareholder Services (“ISS”) issued the results of its survey for its 2017-2018 policy cycle. The survey, which is an important part of ISS’ yearly global benchmark policy formation process, covers five “select high-profile governance” topics, three of which we believe are particularly relevant to shareholder activism and are summarized in this blog post.