Showing posts with label sec. Show all posts
Showing posts with label sec. Show all posts

Tuesday, 12 July 2022

UK: The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2022

The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2022 was made earlier this month and come into force on July 27: see here or here (pdf). The accompanying explanatory memorandum is available here (pdf). The Regulations will, amongst other things, grant full adequacy - for an indefinite period - to the competent authorities of the United States (the PCAOB and SEC). 

Thursday, 6 May 2021

Pakistan: SECP consults on legal framework for SPACs

The Securities and Exchange Commission of Pakistan has published for consultation proposed Regulations the purpose of which is to introduce a framework for the formation and operation of special purpose acquisition companies (SPACs). For further information about the Regulations, which will amend the Public Offering Regulations 2017, see: press release (pdf) | Draft Regulations (pdf) |. 

Sunday, 5 January 2020

Philippines: SEC publishes new corporate governance code

The Securities and Exchange Commission has published a new edition of its code of corporate governance for public companies and registered issuers: see here (pdf).

Wednesday, 27 November 2019

USA: SEC consults on amendments to shareholder proposal rule

Rather belatedly I note proposals by the SEC, published earlier this month, to amend the process whereby shareholder proposals are included in a company's proxy statement: see here. The proposed changes would be significant if made and that is one of the reasons why there has been a call for the SEC to extend the period for comment (see, e.g., the letter sent by the Council of Institutional Investors: here, pdf).

Friday, 9 August 2019

USA: SEC proposes amendments to disclosure requirements under Regulation S-K

Yesterday the Securities and Exchange Commission published proposals to amend the disclosure requirements under Regulation S-K in respect of business (item 101(a) and (c), legal proceedings (item 103) and risk factors (item 105). These amendments are intended, according to the SEC, "to improve the readability of disclosure documents, as well as discourage repetition and disclosure of information that is not material". For further information see here and here (pdf).

Wednesday, 5 October 2016

Thailand: SEC consultation on new governance codes - briefing documents (in English) available

The Securities and Exchange Commission has begun a consultation on the introduction of two new codes: a Corporate Governance Code, to replace the Principles of Good Governance for Listed Companies 2012, and a new Investment Governance Code for Institutional Investors. Public hearings were held earlier this year and briefing documents published. Copies of these documents, in English, are now available and these contain the draft Codes: see, respectively, here (pdf) and here (pdf).

Thursday, 22 September 2016

USA: SEC enforcement action - close personal relationships and auditor independence

Earlier this week the Securities and Exchange Commission published details of the first enforcement action it had taken in respect of auditor independence failings resulting from close personal relationships: see here. To quote directly from the SEC's press release, "Ernst & Young has agreed to pay $9.3 million to settle charges that two of the firm’s audit partners got too close to their clients on a personal level and violated rules that ensure firms maintain their objectivity and impartiality during audits".

Friday, 2 September 2016

Thailand: SEC consultation on new Governance and Institutional Investor Codes

The Securities and Exchange Commission has begun a consultation on the introduction of two new codes: a Corporate Governance Code, to replace the Principles of Good Governance for Listed Companies 2012, and a new Code for Institutional Investors. Further information is available here. A public hearing on the new Governance Code was held last month.

Thursday, 19 May 2016

USA: Comments sought on proposed rule to prohibit incentive-based pay that encourages inappropriate risk taking in financial institutions

Six federal agencies, including the Securities and Exchange Commission, have published for comment a proposed rule to prohibit incentive based pay that encourages inappropriate risk taking in financial institutions: see here (pdf). The proposed rule will implement section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. For an update on the SEC's progress in implementing the Act's rule-making requirements, see here.

Monday, 18 April 2016

USA: The Gender Diversity in Corporate Leadership Bill introduced in the House of Representatives

Last month the Gender Diversity in Corporate Leadership Bill (H.R. 4718) was introduced in the House of Representatives by Rep. Carolyn B. Maloney and referred to the House Committee on Financial Services. If enacted the Bill will, amongst other things, amend the Securities Exchange Act of 1934 to direct the Securities and Exchange Commission to require issuers to disclose the gender composition of the issuer's board of directors, and nominees for it, in any proxy or consent solicitation material for an annual shareholders meeting. A copy of the Bill is available here (pdf) and its progress can be followed here.

Friday, 7 August 2015

USA: SEC adopts pay ratio disclosure rule

The Securities and Exchange Commission has this week adopted a final rule that will require certain public companies to disclose the ratio of the compensation of their chief executive officer to the median compensation of their employees: see here (pdf). The SEC was required to adopt such a rule in order to implement section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

A short fact sheet explaining the new rule is available here. An update on the SEC's progress in implementing the mandatory rule making provisions of the Dodd-Frank Act can be found here.

Wednesday, 8 July 2015

USA: SEC concept release - audit committee reporting obligations

The Securities and Exchange Commission has published a concept release in which it seeks views on the current audit committee disclosure obligations and, in particular, whether improvements can be made in the information provided in respect of the audit committee's responsibilities and activities: see here (pdf).

Wednesday, 6 May 2015

USA: SEC publishes disclosure rules on the relationship between executive pay and company financial performance

The Securities and Exchange Commission has published for consultation proposed rules that will require certain companies to disclose the relationship between executive pay and company financial performance: see here (pdf). A summary of the proposed rules is available here; they will implement section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act 2010.

Friday, 1 November 2013

USA: SEC consults on crowdfunding rules

The Securities and Exchange Commission has published for consultation its proposed framework for the offer and sale of securities by companies through crowdfunding: see here (pdf). An overview is available here.

Friday, 11 November 2011

USA: listing standards for reverse merger companies - SEC approves new rules

The Securities and Exchange Commission has approved new rules designed to strengthen the listing standards for reverse merger companies: see here.

Friday, 14 October 2011

USA: prohibiting proprietary trading - SEC publishes proposed rules

The Securities and Exchange Commission, in conjunction with the Federal Deposit Insurance Corporation, the Federal Reserve Board, and the Office of the Comptroller of the Currency, has published for comment proposed rules the purpose of which is to implement and clarify Section 619 ("Prohibitions on proprietary trading and certain relationships with hedge funds and private equity funds") of the Dodd-Frank Wall Street Reform and Consumer Protection Act: see here.

Tuesday, 16 August 2011

USA: SEC's new whistleblower scheme comes into effect

The SEC's new whistleblower scheme, introduced in consequence of the Dodd-Frank Wall Street Reform and Consumer Protection Act, came into force last week. Further information about the scheme is available here.

Friday, 27 May 2011

USA: rewards for whistleblowing - SEC publishes rules

The Securities and Exchange Commission has published final rules regarding its new whistleblowing programme: see here (pdf). Further information is available here.

Friday, 20 May 2011

USA: credit rating agencies - amendments and new rules proposed by SEC

The Securities and Exchange Commission has published proposed new rules, and amendments to existing rules, regarding credit rating agencies: see here (pdf). An overview of the proposals is available here.

Tuesday, 10 May 2011

USA: short selling disclosure studies - SEC seeks comments

The Securities and Exchange Commission is seeking comments in respect of the short selling studies it is required to undertake under Section 417(a)(2) of the Dodd-Frank Wall Street Reform and Consumer Protection Act 2010: see here (pdf).