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On February 10, 2023, the SEC’s Division of Corporation Finance (Corp Fin) issued 15 compliance and disclosure interpretations (CDIs), Questions 128D.01 through 128D.13, and Section 228D – CDIs 228D.01 and 228D.02. The CDIs are wide ranging and include, among other things, confirmation that pay versus performance disclosure is not required to be included in a Form 10-K, guidance relating to equity awards granted to a first-time named executive officer (NEO) in a year prior to (and not otherwise related to) their appointment as a NEO, clarification as to which of the periods presented should include footnote disclosure of the amounts deducted and added to compensation actually paid, and confirmation that a company may use its Compensation Discussion and Analysis (CD&A) peer group, assuming this peer group is actually used by the company in determining executive pay, even if this peer group is not used for “benchmarking” as this term is explained in CDI 118.05.

Continue Reading Corp Fin Issues Pay Versus Performance CDIs

Our recent Client Alert discusses applicable rule changes, guidance, and disclosure considerations for the 2023 proxy season for public companies, as well as reminders for what is on the horizon for public company governance and disclosure. Our annual client alert covers the following topics:

Continue Reading Preparing for the 2023 Proxy Season

On January 27, 2023, the SEC’s Division of Corporation Finance (Corp Fin) published four new Compliance and Disclosure Interpretations (CDIs) relating to the SEC’s recently adopted clawback rules. Please refer to our previous Client Alert for more information on the clawback rules. These new CDIs address what had been an outstanding question relating to upcoming disclosure obligations, as well as a few other clarifications.

Continue Reading Corp Fin Publishes New CDIs on Clawback Rules – Addresses Cover Page Check Boxes

10b5-1 SEC Updates

Partner and Known Trends Editorial Board member Richard Blake joins Rich Baker, Executive Director at Morgan Stanley Executive Financial Services, for a discussion on “10b5-1 SEC Updates.” Their conversation will address the recent amendments to Rule 10b5-1, including implications for Rule 10b5-1 guidelines and plans.

Wednesday, January…

Continue Reading Webinar Alert | 10b5-1 SEC Updates, January 25

On January 4, 2023, the U.S. Securities and Exchange Commission (SEC) published its Fall 2022 Regulatory Flexibility Agenda (Rulemaking Agenda). The Rulemaking Agenda summarizes the SEC’s planned regulatory actions over the next 12 months, thus providing insights into the priorities of SEC Chair Gary Gensler and the anticipated timing of proposed and final rules. We note that this Rulemaking Agenda is not binding on the SEC and actual rule adoption or proposal timing may vary significantly.

Continue Reading SEC Publishes Updated Rulemaking Agenda

In our Client Alert, we discuss the final rules adopted by the U.S. Securities and Exchange Commission (SEC) on December 14, 2022, which amend Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) to impose additional conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1). In addition, the final rules require new disclosures by issuers relating to Rule 10b5-1 trading plans, insider trading policies, and the timing of certain option grants to officers, as well as new disclosures by Section 16 reporting persons on Forms 4 and 5, including disclosure of bona fide gifts on Form 4 within two business days.

Continue Reading SEC Adopts Final Amendments to Rule 10b5-1 and Related Disclosure Requirements

In our recent Client Alert, we discuss the updates made to the Non-GAAP Financial Measures Compliance and Disclosure Interpretations issued by the staff (Staff) of the Division of Corporation Finance of the U.S. Securities and Exchange on December 13, 2022. The updates, including additional commentary and examples in existing…

Continue Reading SEC Provides Important Updates to Non-GAAP Disclosure Guidance

As preparations for annual reports on Form 10-K get underway for calendar fiscal year-end companies, we wanted to provide some helpful reminders that companies should consider as they commence work on their annual reports, as well as considerations for potential updates to D&O questionnaires and company charters and bylaws. Our annual Client Alert covers the following topics:

Continue Reading Reminders for the Annual Report on Form 10-K