Akin Gump has issued an alert on SEC guidance regarding disclosure of material cybersecurity risks and incidents to investors, comprehensive policies and procedures related to cybersecurity risks and insider trading policies of public companies that should address and protect against misuse of nonpublic information related to cybersecurity risks.
Click here to read the full alert.
Akin Gump’s Policy team shares its 2018 political law update, which details changes in state and federal lobbying, gift and campaign finance laws. Click here to see how you or your company might be affected.
On November 1, 2017, the Division of Corporation Finance (Division) of the Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14I (SLB No. 14I) to offer guidance on the scope and application of Rules 14a-8(i)(7) and 14a-8(i)(5), each of which provide a substantive basis for excluding shareholder proposals from a company’s proxy materials for shareholder meetings. SLB No. 14I also discusses a new policy requiring documentation when shareholders submit “proposals by proxy,” along with the Division’s views on the use of graphs and images in the supporting statements for shareholder proposals.
This week we highlight a report by Ernst & Young based on three years of research on the linkages between nonfinancial performance and investor decision-making. The data concludes that with regards to environmental, social and governance (ESG) reporting, there is a global trend toward increased interest in nonfinancial information on the part of investment professionals.
As we enter the new year, please note the following recent changes made to state and federal lobbying, gift and campaign finance laws:
Effective January 1, 2017, federal executive branch employees must obtain permission to attend “widely attended events” in writing from the designated agency ethics officer rather than relying on a verbal approval. Additionally, political contribution limits for individuals and non-multicandidate political action committees (PACs) will be adjusted for inflation in Q1 2017 for the 2017-2018 election cycle.
The Securities and Exchange Commission (SEC) announced on March 13, 2015, that it had charged eight officers, directors and major shareholders for failing to file amendments to their Schedule 13Ds to disclose steps to take their respective companies private. The respondents agreed to settle the proceedings, without admitting or denying the SEC’s allegations, by paying financial penalties.
Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) require any person or group who has acquired, directly or indirectly, beneficial ownership of more than 5 percent of a class of registered equity securities to file a Schedule 13D with the SEC no later than 10 days after it accumulated beneficial ownership of more than 5 percent. Section 13(d)(2) and corresponding Rule 13d-2(a) require the prompt filing (within two business days) of an amendment when there is a material change to the facts contained in the Schedule 13D.
The prosecution of corporations always makes good headlines. But the emerging trends in these corporate prosecutions tend to be at the margins and therefore less reported—prosecutors commit to sustained and vigorous enforcement of white collar criminals; defense attorneys push back that sentences are overly harsh and that innocent conduct is increasingly characterized as fraud. These messages all played out among the largest annual gathering of lawyers focusing on white collar crime, the ABA White Collar Institute in New Orleans, Louisiana, earlier this month.
The Foreign Corrupt Practices Act (FCPA) was front and center at the conference, as it has been for the last decade. But at least three relatively new messages were included in the discussion.
This week, we found this piece in The Atlantic to be quite thought-provoking. It takes a look at the inverse relationship between female chief financial officers and corporate fraud.