Public Company Advisory: SEC Snapshots - Third Quarter 2022

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The members of Maynard’s Public Company Advisory Group counsel public companies, as well as businesses aiming to become public, on the full range of matters shaping their governance and operation in the capital markets. As a continued service to our clients, we provide a quarterly summary of important developments affecting public companies. Top trending items for the third quarter of 2022 are listed below (in chronological order and with embedded links to the source materials):

• ISS published data on diversity on U.S. corporate boards (July 6, 2022)
• The SEC adopted amendments to its rules governing proxy voting advice (July 13, 2022)
• The SEC proposed amendments to Rule 14a-8 addressing exclusion of shareholder proposals (July 13, 2022)
• PwC published the corporate director’s guide to overseeing deals (July 15, 2022)
• Blackrock published its 2022 voting spotlight (July 26, 2022)
• Spencer Stuart published a report on cybersecurity and the board (July 27, 2022)
• The Delaware General Corporation Law (§ 102(b)(7)) was amended to, among other things, permit exculpation of corporate officers (August 1, 2022)
• The International Federation of Accountants released a study on independent assurance on sustainability data (August 1, 2022)
• The Conference Board published a study on board refreshment and evaluations (August 5, 2022)
• Glass Lewis published its 2022 proxy season briefing (August 5, 2022)
• The Inflation Reduction Act of 2022, which includes a 1% excise tax on share repurchases, was signed into law (August 16, 2022)
• The PCAOB published a new resource for audit committees (August 17, 2022)
• Alliance Advisors published its 2022 proxy season review (August 18, 2022)
• The SEC adopted pay versus performance disclosure rules (August 25, 2022)
• The SEC issued three new Compliance and Disclosure Interpretations (“C&DIs”) addressing issues arising under Rule 14a-19 (August 25, 2022)
• The SEC adopted two amendments to the rules governing its whistleblower program (August 26, 2022)
• The SEC issued its first Fee Rate Advisory for fiscal year 2023 (August 26, 2022)
• The SEC Acting Chief Accountant issued a statement about investor protection and audit quality (September 6, 2022)
• EY published a study on cyber disclosures (September 7, 2022)
• Spencer Stuart published a study on corporate director compensation (September 7, 2022)
• The SEC announced the creation of two new industry review offices: the Office of Crypto Assets and the Office of Industrial Applications (September 9, 2022)
• The SEC increased the annual gross revenue amount used to determine emerging growth company status from $1,070,000,000 to $1,235,000,000 to account for inflation (September 9, 2022)
• Deloitte published an updated Audit Committee Guide (September 10, 2022)
• ISS released a study on trends in clawback policies (September 13, 2022)
• DFIN published its annual guide to effective proxies (free registration required) (September 14, 2022)
• ISS released a report on say on climate proposals (free registration required) (September 20, 2022)
• The Council of Institutional Investors (CII) amended its governance policy to recommend that directors serve on no more than two for-profit corporate boards if they are employed full-time and a maximum of four for-profit corporate boards if they are not employed full-time (September 21, 2022)
• The North American Securities Administrators Association (“NASAA”) proposed amendments to the Uniform Application to Register Securities to require registrants to file copies of their proxy statements with state regulators (September 22, 2022)
• PwC published its director’s guide to shareholder activism (September 25, 2022)
• The PCAOB issued a request for comments on the use of interim attestation standards for public company audits (September 26, 2022)
• Financial Crimes Enforcement Network (FinCEN) adopted regulations requiring most private companies to report beneficial ownership information under the Corporate Transparency Act (September 30, 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.