Public Company Advisory: SEC Snapshots - ­­­­­Fourth Quarter 2020

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The members of Maynard’s Public Company Advisory Practice counsel public companies, as well as companies aiming to become public, on the full range of matters shaping their 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 fourth quarter of 2020 are listed below (in chronological order and with embedded links to the source materials):

• The Conference Board issued its report on Corporate Board Practices (October 1, 2020)
• The KPMG Audit Committee Institute published its survey of U.S. audit committee members on the impact of COVID-19 (October 5, 2020)
• ISS issued FAQs addressing on COVID-related incentive plan changes (October 15, 2020)
• The NYSE proposed rule changes to ease the shareholder approval requirements for certain equity financings involving affiliates of related parties (October 6, 2020)
• The SEC auditor independence rules (October 16, 2020)
• Glass Lewis published its Proxy Season Review (October 27, 2020)
• The PCAOB released an interim analysis report on impact of the Critical Audit Matter (CAM) reporting requirements (October 29, 2020)
• The SEC Enforcement Division published its annual report for fiscal year 2020 (Nov. 2, 2020)
• The National Association of Corporate Directors released a report on ESG in Proxy Statements (November 3, 2020) (membership required)
• The SEC issued transitional FAQs regarding amended Regulation S-K Items 101, 103 and 105 (November 9, 2020)
• The Committee of Sponsoring Organizations of the Treadway Commission (COSO) published “Compliance Risk Management: Applying the COSO ERM Framework” (November 11, 2020)
• The Division of Corporation Finance issued a new Compliance & Disclosure Interpretation addressing the use of resale registration statements in private equity line financings (November 12, 2020)
• The Division of Corporation Finance issued a new Compliance & Disclosure Interpretation addressing the use of resale registration statements in private equity line financings (November 12, 2020)
• The SEC charged former Wells Fargo executives for misleading investors about key performance metric (November 13, 2020)
• The SEC adopted rules to permit the use of electronic signatures in certain documents filed with the SEC (November 17, 2020)
• The Division of Corporation Finance Financial Reporting Manual (November 18, 2020)
• The SEC adopted amendments to modernize and enhance management’s discussion and analysis and other financial disclosures (November 19, 2020)
• The PCAOB adopted amendments to align independence requirements with SEC rules (November 19, 2020)
• Deloitte published an extensive study of SEC comment trends (November 20, 2020)
• Semler Brossy issued a study on Incentive Design Changes in Response to Covid-19 (November 21, 2020)
• The Division of Corporation Finance issued Disclosure Topic No. 10 addressing certain disclosure considerations for China-based companies (November 23, 2020)
• The SEC proposed amendments to Form S-8 and Rule 701 designed to modernize the framework for compensatory securities offerings (November 24, 2020)
• The SEC proposed temporary rules to facilitate measured participation by certain "platform workers" in compensatory offerings under Rule 701 and Form S-8 (November 24, 2020)
• The Division of Corporation Finance issued Disclosure Topic No. 10 addressing certain disclosure considerations for China-based companies (November 23, 2020)
• FW Cook released a survey of recent human capital disclosures of 50 large public companies (November 27, 2020)
• Nasdaq submitted a proposal to the SEC seeking approval of new listing requirements calling for disclosure of board diversity statistics (December 1, 2020)
• The SEC charged the Cheesecake Factory for misleading Covid-19 disclosures (December 4, 2020)
• Glass Lewis launched its Climate Policy for proxy voting (December 8, 2020)
• Blackrock issued its 2021 stewardship expectations (December 10, 2020)
• A multi-stakeholder group published a report on practices for virtual shareholder meetings (December 10, 2020)
• Deloitte issued a study on applying discretion to outstanding incentive awards in the era of COVID-19 (December 10, 2020)
• The SEC charged Sequential Brands Group with deceiving investors by failing to timely impair goodwill
• The SEC adopted final rules for the disclosure of payments to government agencies by resource extraction issuers (December 16, 2020)
• ISS published FAQs for its compensation policies (December 21, 2020)
• The SEC proposed amendments to Rule 144 and Form 144 (December 22, 2020)
• The Division of Corporation Finance issued Disclosure Topic No. 11 addressing disclosure for special purpose acquisition companies (SPACs) (December 22, 2020)
• The SEC approved NYSE rules to allow “primary direct floor listings” (December 22, 2020)

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

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