SEC Commish Talks ESG, Board Governance


SEC commissioner Allison Herren Lee delivered a speech Monday forcefully laying out the need for corporate boards to take ESG risks and disclosures seriously, presumably as a prelude to whatever enhanced ESG disclosure rules the Securities and Exchange Commission will adopt sometime later this year.  Lee, who has spoken about ESG issues numerous times and…

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Gensler Agenda Comes Into View


The Securities and Exchange Commission has released updated plans for its rulemaking agenda, with new proposals on climate change, corporate share buybacks, and insider stock sales coming soon; followed by plans to revisit rules adopted during the Trump Administration on whistleblower awards, shareholder proposals, and disclosure of payments companies make to foreign governments for mining…

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The PCAOB House-Cleaning and You


I’m all for a thorough spring cleaning, but this is next-level: the Securities and Exchange Commission fired the head of the Public Company Accounting Oversight Board on Friday, and told the remaining three board members that they’ll be gone too as soon as the SEC finds suitable replacements.  SEC commissioner Gary Gensler announced the news…

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Another Crenshaw Speech on SEC Policy


SEC commissioner Caroline Crenshaw was at it again last week, delivering another speech about what the Securities & Exchange Commission should do to be a more effective regulator for current times. Compliance professionals should heed her words, since Crenshaw is shaping up to be the resident progressive theorist among the five commissioners. That matters in…

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More SEC Talk on ESG Disclosures


Another day, another statement from the Securities and Exchange Commission about how the agency might approach enhanced ESG disclosures. This time we have a speech from the acting head of the Division of Corporation Finance, getting a bit more specific about how an enhanced ESG disclosure regime might work in practice. The statement came from…

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Senate Hearing on SEC Nominee Gensler


President Biden’s nominee to run the Securities & Exchange Commission had his confirmation hearing with the Senate Banking Committee today, in a session that touched on plenty of subjects — although not too many that are directly relevant to corporate ethics and compliance officers.  The nominee is Gary Gensler, who previously chaired the Commodities &…

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SEC Warning Shot on Climate Disclosure


The acting head of the Securities and Exchange Commission said today that agency staff will start paying more attention to companies’ climate change disclosures, as a prelude to the SEC updating its original climate change guidance now 11 years old.  Allison Herren Lee, acting chair since the Biden Administration took office in January, released her…

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SPACs and Corporate Disclosure


The Securities and Exchange Commission has published fresh guidance detailing how special-purpose acquisition companies — those corporate contraptions designed to go public first and then acquire other operating businesses later — should disclose conflicts of interest, financial incentives for management, acquisition strategies, and related issues. SEC staff released the guidance on Dec. 22 as a…

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Bracing for More Corporate Disclosure


The Extractive Payments Rule adopted by the SEC last week was notable because all five commissioners published explanatory statements along with their votes. Those statements, in turn, are notable for their dueling messages about business conduct and what counts as material information for investors under federal securities law.  Compliance officers should give this conflict some…

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SEC: New Extractive Payments Rule


The Securities and Exchange Commission has enacted a new rule for what oil & gas and mining companies must disclose to investors about payments made to foreign governments — a weaker version of a rule the SEC was forced to repeal in 2017, and which drew sharp criticism from the SEC’s lead Democratic commissioner. The…

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