Corporate > AG Deal Diary
09 Nov '17

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.

Read More

24 Oct '17

On October 17, 2017, the Staff of the Securities and Exchange Commission (SEC) issued new Non-GAAP Financial Measures Compliance and Disclosure Interpretations (C&DI) that clarify when financial forecasts used in connection with a business combination transaction are considered non-GAAP measures subject to Item 10(e) of Regulation S-K and Regulation G.

Read More

17 Oct '17

On October 11, 2017, the U.S. Securities and Exchange Commission (SEC) voted to adopt proposed amendments to Regulation S-K that are intended to modernize and simplify certain disclosure requirements and related rules and forms. Below are some of the notable proposed changes; included at the end of a brief description of each proposal is the affected rule.

Read More

15 Sep '17

As part of the effort to rebrand the party and reconnect with working-class voters who were lost in the presidential election, congressional Democrats revealed a new populist policy agenda, titled “A Better Deal: Better Jobs, Better Wages, Better Future” (hereinafter, “A Better Deal”), on Monday, July 24. The agenda outlined by A Better Deal has three pillars: (1) creating jobs and raising wages and incomes, (2) lowering the costs of living and (3) building an economy that helps families conquer challenges of the 21st century. The agenda includes several sections that will be fleshed out further over the coming weeks. Those sections, including one titled “Crack Down on Corporate Monopolies and the Abuse of Economic and Political Power” that focused on increased antitrust enforcement, will often be accompanied by legislation.

Read More

23 Aug '17

On August 17, 2017, the Securities and Exchange Commission (SEC) Staff issued new Compliance and Disclosure Interpretations (C&DIs) that clarify the financial information that Emerging Growth Companies (EGCs) and non-EGCs may omit from their draft registration statements. As we previously blogged, beginning on July 10, 2017, the SEC began to accept voluntary draft registration statements from all issuers for nonpublic review (not just EGCs). While these latest C&DIs provide useful examples about what financial statements to include in a registration statement, they are consistent with the SEC’s prior announcement, on June 29, 2017, regarding the expanded draft registration statement processing procedures, which was supplemented on August 17, 2017.

Read More