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Minnesota Court Finds Structuring of Sale Transaction Did Not Violate Duty of Good Faith and Fair Dealing dodd-frank.com - get the latest breaking news, showbiz & celebrity photos, sport news & rumours, viral videos and top stories from dodd-frank.com Daily Mail and Mail on Sunday newspapers.
Investors Sue to Invalidate Rule 14a-8 Amendments dodd-frank.com - get the latest breaking news, showbiz & celebrity photos, sport news & rumours, viral videos and top stories from dodd-frank.com Daily Mail and Mail on Sunday newspapers.
Gensler Hints at Proposed Changes to Rule 10b5-1 dodd-frank.com - get the latest breaking news, showbiz & celebrity photos, sport news & rumours, viral videos and top stories from dodd-frank.com Daily Mail and Mail on Sunday newspapers.
House Passes Legislation Addressing 10b5-1 Plans By The House of Representatives has passed the “ The Promoting Transparent Standards for Corporate Insiders Act” (H.R. 1528) by a vote of 355-69. The bill directs the Securities and Exchange Commission to study and report on possible revisions to regulations regarding 10b5-1 trading plans. 10b5-1 plans allow employees of publicly traded companies and others to sell their shares without violating insider trading prohibitions. The bill requires the SEC to revise its regulations consistent with the results of the study. Contact Topics: Topics Related Links Select related link http://thomas.loc.gov/cgi-bin/query/z?c111:H.R.4173: Dodd-Frank Wall Street Reform and Consumer Protection Act
House Committee Considers Legislation Requiring Disclosure of Political Spending, ES&G Metrics and Diversity By April 20, 2021 The House Committee on Financial Services is considering legislation on a number of matters that would affect public companies. An example of some of the matters under consideration include: A bill that would require public companies to submit quarterly reports to both the SEC and investors detailing the amount, date, and nature of the company’s expenditures for political activities. The ESG Disclosure Simplification Act would require issuers to disclose certain environmental, social and governance (ESG) metrics to shareholders, the connection between those metrics and the issuer’s long term business strategy, and the method by which the issuer determines how ESG metrics impact its long term strategy. The bill would also require the U.S. Securities and Exchange Commission (SEC) to adopt rules requiring issuers to disclose ESG metrics in filings that require audited financial statements.
SEC Risk Alert Notes Deficiencies in ESG Investing Processes By April 12, 2021 The SEC Division of Examinations has issued a Risk Alert to highlight observations from recent exams of investment advisers, registered investment companies, and private funds offering ESG products and services. According to the Risk Alert, during examinations of investment advisers, registered investment companies, and private funds engaged in ESG investing, the staff observed some instances of potentially misleading statements regarding ESG investing processes and representations regarding the adherence to global ESG frameworks. The staff noted, despite claims to have formal processes in place for ESG investing, a lack of policies and procedures related to ESG investing; policies and procedures that did not appear to be reasonably designed to prevent violations of law, or that were not implemented; documentation of ESG-related investment decisions that was weak or unclear; and compliance programs that did not appear to be reasonably designed to guard against inaccurate ESG-related disclosures and marketing materials.
SEC Reissues and Updates Guidance for Annual Meetings and COVID-19 dodd-frank.com - get the latest breaking news, showbiz & celebrity photos, sport news & rumours, viral videos and top stories from dodd-frank.com Daily Mail and Mail on Sunday newspapers.
Corp Fin Director Questions Application of PSLRA to De-SPAC Transactions By April 9, 2021 John Coates, Acting Director, Division of Corporation Finance, issued a statement questioning the application of the safe harbor for forward looking information in the Private Securities Litigation Reform Act (PSLRA) to a de-SPAC transaction. A de-PAC transaction occurs when a SPAC, which is already public, acquires a private company which results in the private company being publically owned. Mr. Coates takes issue with the often repeated claim by some but not all SPAC enthusiasts that an advantage of SPACs over traditional IPOs is lesser securities law liability exposure for targets and the public company itself. This asserted lesser liability is focused on using projections and other valuation materials of a kind that is not commonly found in conventional IPO prospectuses because such materials are thought to benefit from the safe harbor for forwarding looking information provided by the PSLRA. The PSLRA does not provide such protection for IPOs because of a statutory exclusion but some believe that since a SPAC is already public the safe harbor is available.
FINCEN Takes Steps Toward Preparing Regulations for Beneficial Ownership Reporting Under the Corporate Transparency Act By April 7, 2021 FINCEN has issued an Advance Notice of Proposed Rulemaking, or ANPRM to solicit public comment on a wide range of questions related to the implementation of the beneficial ownership information reporting provisions of the Corporate Transparency Act, or CTA. The CTA requires reporting of beneficial ownership information by “reporting companies.” The CTA defines a reporting company as a corporation, LLC, or other similar entity that is (i) created by the filing of a document with a secretary of state or a similar office under the law of a state or Indian tribe, or (ii) formed under the law of a foreign country and registered to do business in the United States by the filing of a document with a secretary of state or a similar office under the laws of a state or Indian tribe. The CTA exempts certain categories of entities from the reporting requirement.
PCAOB Releases 2021 Audit Committee Resource By April 6, 2021 The PCAOB has released a publication captioned “Audit Committee Resource: 2021 Inspections Outlook.” The purpose of the three-page publication is to assist audit committees in engaging in informed dialogue with their auditors on the PCAOB’s planned focus of their examination of public company audits. Topics covered in the publication include: Auditor’s risk assessments Fraud procedures Supervision of audits involving other auditors Contact Topics: Topics Related Links Select related link http://thomas.loc.gov/cgi-bin/query/z?c111:H.R.4173: Dodd-Frank Wall Street Reform and Consumer Protection Act Dodd-Frank Wall Street Reform and Consumer Protection Acthttps://www.stinson.com/capabilities-BankingandFinancialServices Banking and Financial Services