Compliance Archive

May 08, 2019
Better Markets frets SEC’s offering plan amid positive reviews
Business groups and corporate attorneys have welcomed plans that would allow companies to check out interest in their potential IPOs without having to take formal steps – but concerns have also been raised by Better Markets. The SEC has proposed expanding the scope of the so-called test-the-water regulatory tool that allows prospective issuers to gauge market interest in a possible IPO or other registere...
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May 03, 2019
The week in GRC: Treasury issues sanctions compliance guide, and judge approves SEC-Musk deal
– CNN reported that Anadarko Petroleum announced on Monday it plans to enter merger talks with Occidental Petroleum. The Occidental cash-and-stock bid values Anadarko at nearly $57 billion – about 20 percent more than the takeover deal Anadarko already reached with Chevron. Anadarko and Occidental had been in merger talks even before Chevron’s takeover bid was reached...
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May 03, 2019
Society urges SEC to consider semi-annual reporting option
The Society for Corporate Governance has urged the SEC to maintain flexibility in companies’ approaches to earnings releases – and to take a close look at allowing issuers to report twice a year. The society was responding to an SEC request for feedback on the ‘nature, content and timing’ of earnings releases and quarterly reports. Specifically, the commission is looking for input on how it can ‘reduce burdens on reporting companies associated with quarter...
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Apr 18, 2019
SEC investor advocate cautions on proxy adviser controls
The SEC’s investor advocate has urged the commission not to focus on reforms of the proxy advisory industry, amid growing pressure for the agency to impose additional regulatory controls. ‘I think it is fair to say that investors are wary about efforts to regulate proxy advisers,’ Rick Fleming told attendees at the annual ‘SEC Speaks’ conference earlier this month. ‘Indeed, at the roundtable on the proxy process that the commission held last Novem...
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Apr 17, 2019
CII targets better ESG and human capital disclosure
The Council of Institutional Investors (CII) has called for action to be taken to improve issuers’ reporting around human capital management and ESG matters, at a time when non-governmental changes appear to have more momentum than regulatory reforms. Human capital management is becoming an increasingly important issue for companies and investors, putting many governance teams in a position where they need to help boards understand the challenges and opportunities...
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Apr 04, 2019
Cleary Gottlieb lawyers eye improvements to quarterly reporting
Attorneys with Cleary Gottlieb Steen & Hamilton have urged the SEC to consider making changes to the quarterly reporting requirements it imposes on companies to ease the compliance burden while improving the process. ‘We believe the commission should focus its regulatory energies on reducing the burdens of Form 10Q where that can be done without weakening investor protections,’ the attorneys write in a recent ...
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Mar 27, 2019
CII backs quarterly reporting, but not guidance
The Council of Institutional Investors (CII) has given its support to the existing quarterly reporting model – but has voiced concern that quarterly guidance can lead to short-termism and ‘making the numbers.’ US domestic issuers must file quarterly reports on Form 10Q. That is a system that benefits investors, companies and other market participants, according to CII. ‘[T]he requirement to report historical earnings on a quarterly basis is a key element of ...
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Mar 07, 2019
SEC’s Peirce tackles CII on arb and shareholder proposals
SEC member Hester Peirce has questioned the Council of Institutional Investors’ (CII) stance on the key corporate governance issues of mandatory arbitration and filing shareholder proposals. Speaking at the CII’s spring conference on Tuesday, Peirce expressed a general concern that ‘many investors these days seem focused on non-investment matters at the expense of concentration on a sound allocation of resources to their highest and best use. Real dollars are ...
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