Public Company Advisory: SEC Snapshots - Second Quarter 2023

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The members of Maynard Nexsen’s Public Company Advisory Practice counsel public companies and companies aiming to become public on the full range of matters shaping their governance and operation in the public markets. As a continued service to our clients, we provide a quarterly summary of important developments affecting public companies. Top trending items for the second quarter of 2023 are listed below in chronological order and with embedded links to the source materials:

• Blackrock published its annual investment stewardship report (April 1, 2023)
• The PCAOB issued a staff report on audit inspection priorities for 2023 (April 17, 2023)
• KPMG published its 2023 audit committee survey results (April 17, 2023)
• SEC Chair Gensler testified before the United States House of Representatives Committee on Financial Services about rulemaking priorities (April 18, 2023)
• Alliance Advisors released its 2023 proxy season preview (April 18, 2023)
• ISS announced updates to its environmental & social disclosure QualityScore methodology (April 21, 2023)
• Deloitte published a study on using the COSO framework to establish internal controls over sustainability reporting (April 21, 2023)
• The SEC announced an extension of the date by which it would take action on proposed listing standards to implement Dodd-Frank clawback rules to June 11, 2023 (April 24, 2023)
• Cornerstone Research published a study on SEC accounting and auditing enforcement activity (April 26, 2023)
• The SEC reopened the comment period for its proposed amendments to modernize the rules governing beneficial ownership reporting (April 28, 2023)
• BDO published its spring 2023 board survey (May 1, 2023) (free registration required)
• KPMG published a guide on non-GAAP financial measures (May 1, 2023)
• The SEC adopted amendments to modernize the disclosure requirements relating to repurchases of an issuer’s equity securities (May 3, 2023) (see Maynard client alert for further details)
• ISS published its 2023 proxy season preview (May 12, 2023) (subscription required to view full report)
• Semler Brossy published a study on say-on-pay and proxy results (May 18, 2023) (free registration required)
• The SEC published three new Compliance and Disclosure Interpretations on the new amendments to Rule 10b5-1 (May 25, 2023)
• The SEC settled insider trading charges against a former Coinbase manager and his brother (May 30, 2023)
• Audit Analytics published a study of public company audits (May 30, 2023)
• The U.S. Supreme Court ruled that a shareholder seeking recovery under Section 11 of the Securities Act of 1933 must show that the purchased shares can be traced back to a specific registration statement (June 1, 2023)
• The SEC announced settled charges against a company and two of its former officers arising out of improper revenue recognition practices(June 5, 2023)
• NYSE proposed amended listing standards to implement the SEC’s new clawback rule for erroneously awarded executive compensation in order to extend the effective date (June 5, 2023)
• Nasdaq proposed amended listing standards to implement the SEC’s new clawback rule for erroneously awarded executive compensation in order to extend the effective date (June 6, 2023)
• The PCAOB proposed amendments to its auditing standards governing the auditor’s consideration of a company’s noncompliance with laws and regulations (June 6, 2023)
• The SEC adopted amendments to remove references to credit ratings from Regulation M (June 7, 2023)
• Morrow Sodali published a report summarizing how the SEC has dealt with challenges brought by companies to exclude shareholder proposals in 2023 (June 8, 2023) (free registration required)
• The SEC approved the proposed NYSE listing standards for erroneously awarded executive compensation (June 9, 2023)
• The SEC approved the proposed Nasdaq listing standards for erroneously awarded executive compensation (June 9, 2023)
• PwC published a report on SEC comments letters (June 12, 2023)
• The SEC released the Spring 2023 Unified Agenda of Regulatory and Deregulatory Actions (June 13, 2023)
• Georgeson published a report on the 2023 proxy season (June 13, 2023) (free registration required)
• The PCAOB published a study on its inspection observations related to public company audits involving crypto assets (June 13, 2023)
• The SEC adopted an updated EDGAR filer manual (June 15, 2023)
• The SEC and the PCAOB settled charges against audit firm Marcum LLP for widespread quality control deficiencies (June 21, 2023)
• The PCAOB released its updated audit committee resource (June 21, 2023)
• The International Sustainability Standards Board (ISSB) issued its first two sustainability reporting standards (June 26, 2023)
• The PCAOB proposed amendments to its auditing standards addressing audit procedures that involve technology-assisted analysis of information in electronic form (June 26, 2023)
• A federal district court judge issued an unpublished opinion determining that a clawback policy was not enforceable against an executive who did not sign it (June 26, 2023)
• Broadridge published a report tracking voting results for shareholder proposals (June 28, 2023)
• EY published a report on how audit committees can prepare for second quarter 2023 reporting (June 29, 2023)
• Audit Analytics published a report on going concern audit opinions (June 29, 2023)

For additional information about any of the above developments, or to discuss any questions that you may have, please contact a member of Maynard Nexsen’s Public Company Advisory Group.

_{This Client Alert is for information purposes only and should not be construed as legal advice. The information in this Client Alert is not intended to create and does not create an attorney-client relationship.}