Public Company Advisory: SEC Snapshots - First Quarter 2022

PDF

The members of Maynard’s Public Company Advisory Group 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 first quarter of 2022 are listed below (in chronological order and with embedded links to the source materials):

• Institutional Shareholder Services (ISS) announced the launch of a new data verification (DV) portal for U.S. corporations (January 5, 2022)
• Nasdaq filed an amendment to its proposal to permit direct listings with a capital raise (January 6, 2022)
• NYSE published its annual compliance guidance memo for listed companies (January 14, 2022)
• Blackrock published its annual letter to CEOs (January 18, 2022)
• The SEC updated its guidance on conducting annual shareholder meetings in light of COVID-19 concerns (January 19, 2022)
• The Conference Board published a report on sustainability disclosure practices (January 22, 2022) (free registration required)
• Deloitte’s Center for Board Effectiveness and the Center for Audit Quality published the Audit Committee Practices Report (January 25, 2022)
• The SEC reopened the comment period for its 2015 proposal for the pay-for-performance disclosure rules mandated under Dodd Frank (January 27, 2022)
• NYSE proposed a new listing standard for rights offered to holders of record of issued equity securities (January 27, 2022)
• The SEC proposed rules to reduce securities transaction settlement cycles from two business days after the trade date (T+2) to one business day after the trade date (T+1) (February 9, 2022)
• Glass Lewis published an update to its diversity disclosure ratings (February 9, 2022)
• The SEC proposed amendments to its whistleblower rules (February 10, 2022)
• The SEC proposed amendments to the filing deadlines for Schedules 13D and 13G (February 10, 2022)
• The Conference Board published its 2022 Proxy Season Preview and Shareholder Voting Trends (February 17, 2022)
• Blackrock published its Investment Stewardship Engagement Priorities (February 28, 2022)
• Willis Towers Watson published a study on director pay trends (February 28, 2022)
• Audit Analytics published a study of public companies that received “going concern” audit opinions (March 1, 2022)
• ISS announced the launch of a new online portal with free access to corporate ESG ratings and related information (March 3, 2022)
• The Council of Institutional Investors (CII) updated its corporate governance policies (March 8, 2022)
• The SEC proposed amendments to its rules to enhance and standardize disclosures regarding cybersecurity (March 9, 2022) (See Maynard Client Alert)
• The SEC’s Acting Chief Accountant published a statement on assessing materiality when evaluating errors (March 9, 2022)
• Deloitte published a white paper on financial reporting consideration related to the Ukraine-Russia war (March 10, 2022)
• PwC published a study on the use of ESG metrics in executive compensation (March 11, 2022)
• The SEC proposed rules that would require registrants to include certain climate-related disclosures in their registration statements and periodic reports (March 21, 2022) (See Maynard Client Alert)
• The SEC staff published new Compliance and Disclosure Interpretations regarding Form 8-K reporting for acquisition agreements and private company targets’ public communications in a business combination (March 22, 2022)
• The PCAOB published a report on conversations with audit committee chairs (March 24, 2022)
• Goldman Sachs updated its global proxy voting guidelines (March 24, 2022)
• The SEC proposed new rules and amendments to enhance disclosure and investor protection in offerings by special purpose acquisition companies (SPACs) (March 30, 2022)
• The PCAOB released a staff spotlight document on auditing considerations related to the invasion of Ukraine (March 31, 2022)
• The SEC published Staff Accounting Bulletin (SAB) No. 121 regarding accounting for obligations to safeguard crypto-assets an entity holds for platform users (March 31, 2022)
• The International Sustainability Standards Board (ISSB) published proposed standards related to sustainability and climate disclosures (March 31, 2022)
• Semler Brossy published a study on say-on-pay and proxy results (March 31, 2022)
• PwC published a corporate director’s guide on ESG oversight (March 31, 2022)
• ISS released a report on top governance and stewardship issues in 2022 (March 31, 2022)
  
  

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.