Compliance Archive

Jul 23, 2020
SEC approves revised proxy adviser reforms
The SEC yesterday voted to adopt measures governing the proxy advisory industry but drew back from more far-reaching requirements it had initially proposed. Under the final rule amendments, proxy advisers will have to provide ‘specified conflicts of interest disclosure in their proxy voting advice.’ They will also have to adopt policies and procedures reasonably designed to ensure companies that are the subject of proxy voting advice have the advice made availab...
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Jul 20, 2020
Issuers and investors criticize SEC’s proposed 13F rule change
The SEC’s proposal to significantly change the thresholds for investors required to submit 13F filings has drawn the ire of issuers and investors. The SEC unveiled its proposed rule change on July 10. It would change the minimum reporting threshold from $100 million in US equities under management to $3.5 billion. Under the current rules – which haven’t been updated since their adopt...
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Jul 01, 2020
DoJ shines new light on compliance program expectations
On June 1, 2020, the US Department of Justice’s (DoJ) criminal division issued updated guidance on the ‘Evaluation of corporate compliance programs.’ The guidance lays out a series of factors for DoJ attorneys to consider when assessing the effectiveness of corporate compliance programs as part of making charging decisions and negotiating resolutions. The updated guidance revises guidance that was first issued in February 2017 and amended in April 2019. The ov...
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Jun 30, 2020
Boards urged to review policies after LGBTQ ruling
Boards of directors have been advised to ensure their company’s anti-discrimination policies are checked following a recent US Supreme Court ruling.  The court ruled earlier this month in a landmark decision that Title VII of the Civil Rights Act of 1964, which prohibits employment discrimination based on sex, applies to both sexual orientation and gender identity. Roughly 20 states alread...
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Jun 29, 2020
CCPA regulations pose new compliance hurdles as enforcement approaches
California Attorney General Xavier Becerra’s enforcement of the California Consumer Privacy Act of 2018 (CCPA) is likely to begin on July 1, almost two years to the day since its whirlwind passage. The enforcement landscape remains largely unclear, however, as it is uncertain if and when the attorney general’s proposed final implementing regulations under the CCPA will ta...
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May 07, 2020
CalPERS raises concerns over MD&A reform plans
CalPERS has voiced concerns that SEC disclosure reforms would leave investors lacking key information – and raise particular challenges given the impact of Covid-19 on companies.  The SEC in January proposed amendments designed, in its words, to ‘modernize, simplify and enhance’ certain financial disclosure requirements under Regulation SK. ‘The proposed amendments would eliminate duplicativ...
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May 06, 2020
Rule 14a-8 reforms would halt many resubmissions, CII argues
A new paper from the Council of Institutional Investors (CII) argues that parts of the SEC’s proposed changes to Rule 14a-8 would have more than doubled the number of shareholder proposals excluded from proxy statements over the past several years, had they been in effect. At present, a company can exclude a shareholder proposal if one substantially on the same topic received 3 percent, 6 percent a...
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Apr 28, 2020
Silicon Valley lawyers ask SEC for e-signature boost
Attorneys from leading Silicon Valley law firms have called on the SEC to allow companies to use electronic signatures in their filings with the agency – particularly in the context of the Covid-19 pandemic. The SEC staff last month issued a statement noting that the agency has received inquiries about the authentication-document retent...
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Apr 08, 2020
SEC’s Lee urges comment-period extensions amid Covid-19
The SEC should extend comment periods on pending initiatives and be wary of taking actions that are not related to the Covid-19 pandemic, according to commission member Allison Herren Lee. In a statement issued last Friday, Lee praised the work of the commission and agency staff in responding to the pandemic and argued that regulatory efforts in the near term should focus primarily on the most urgent issues facing the markets and the public as a result of the outbre...
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