SPACs

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…

Read More
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…

Read More
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…

Read More
whistleblower

The Securities and Exchange Commission has, at long last, updated the rules for its whistleblower awards program. Among the changes: a presumption toward more generous awards at the lower end of the pay scale, restrictions on people who abuse the tipster process too often, and faster disposal of would-be tips that don’t meet the awards…

Read More
Chinese

Amid the many executive orders and memoranda President Trump has ballyhooed lately, let’s not forget this sneaky little number: a proposal that Chinese businesses listed on U.S. stock exchanges must submit to U.S. auditing standards.  Right now, Chinese firms don’t have to do that. Rather, they can publish financial statements audited by Chinese audit firms;…

Read More
sec

So you might have missed this, but last week the Securities and Exchange Commission proposed exempting a large swath of hedge funds and other institutional investors from quarterly disclosure of their stock holdings.  For most compliance professionals, this news might seem obscure — but actually, it’s a fascinating glimpse into the crabbed state of SEC…

Read More
sec

A war of words has broken out at the Securities and Exchange Commission over whether the SEC should plod ahead with more rule-making during the Covid-19 crisis — which, really, is the only type of war that happens among SEC commissioners, but it’s still a telling glimpse into regulatory policy fights these days.  The exchange…

Read More
sox

Well, here we go: the Securities and Exchange Commission will vote next week on a proposal to exempt companies with less than $100 million in annual revenue from audits of their internal control over financial reporting.  The meeting will happen on March 11, and so far the internal control exemption is the only item on…

Read More
2020

Welcome to 2020, everyone! This has been a long winter break, but before we return to the grind of emails to answer and staff meetings to avoid, let’s spare a few moments to ponder how the corporate compliance landscape might evolve in the coming year.  Without further delay, then: my annual list of compliance issues…

Read More
sox

SEC officials dropped a few more hints this week about their thinking on Sarbanes-Oxley compliance, including when we’ll see the agency move to exempt more companies from Section 404(b) of the law — the provision that requires annual audits of a company’s internal control over financial reporting. Said hints came from Bill Hinman, director of…

Read More