The SEC has adopted rules to require securities exchanges to adopt listing standards that require issuers to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers. The final rules require a listed issuer to file the policy as an exhibit to its annual
Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE
Public Companies and Securities
SEC Charges Company for Backlog Management
In a settled enforcement action, the SEC charged VMware, Inc., with omission of material information in its disclosures concerning its order “backlog” and revenue management, in quarterly and annual Exchange Act reports, on earnings calls, and in earnings releases, during its 2019 and 2020 fiscal years. According to the SEC, this information was necessary…
SEC Adopts Pay Versus Performance Disclosure Rules
The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act.
The rules will require registrants to disclose, in proxy or information statements in which executive compensation disclosure is required, how executive compensation actually paid by the registrants and related to the financial performance…
SEC Proposes Changes to Shareholder Proposal Rule
The Securities and Exchange Commission proposed amendments to Exchange Act Rule 14a-8, the shareholder proposal rule, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy statements, subject to certain procedural and substantive requirements.
According to the SEC the proposed amendments would:
- Revise three of the substantive bases for
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SEC Updates Electronic Filing Requirements
The Securities and Exchange Commission adopted rules and form amendments to:
- Mandate the electronic filing or submission of certain documents that currently are permitted to be filed or submitted in paper; and
- Mandate the use of Inline eXtensible Business Reporting Language (“Inline XBRL”) for the filing of the financial statements and accompanying schedules to the
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SEC Charges Issuer with Failure to Disclose Source of Revenue Growth
The SEC announced settled charges against technology company NVIDIA Corporation for inadequate disclosures concerning the impact of cryptomining on the company’s gaming business.
The SEC’s order finds that, during consecutive quarters in NVIDIA’s fiscal year 2018, the company failed to disclose that cryptomining was a significant element of its material revenue growth from the sale…
SEC Releases Sample Letter to Companies Regarding Disclosures Pertaining to Russia’s Invasion of Ukraine and Related Supply Chain Issues
The SEC has released an illustrative letter that contains sample comments that the Division of Corporation Finance may issue to companies based on their specific facts and circumstances related to Russia’s invasion of Ukraine and related supply chain issues.
The SEC notes companies may have disclosure obligations under the federal securities laws related to the…
Chancery Considers Whether Acceptance of Equity Grant Violated Fiduciary Duties
In Knight v. Miller et al the Delaware Court of Chancery considered, among other things, whether the acceptance of an equity grant violated fiduciary duties. The case was before the Court on a motion to dismiss.
The case deals with grants of equity compensation made to directors and officers of Universal Health Services, Inc. (“UHS”…
SEC Charges Brazilian Mining Company with Misleading Investors about Safety Prior to Deadly Dam Collapse
The SEC charged Vale S.A., a publicly traded Brazilian mining company and one of the world’s largest iron ore producers, with making false and misleading claims about the safety of its dams prior to the January 2019 collapse of its Brumadinho dam.
According to the SEC complaint, Vale:
- improperly obtained stability declarations for the dam
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