Public Company Advisory: SEC Snapshots - Third Quarter 2023

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The members of Maynard Nexsen’s Public Company Advisory Practice counsel public companies and companies aiming to become public on the full range of matters shaping their governance and 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 third quarter of 2023 are listed below (in chronological order and with embedded links to the source materials):

• The SEC Division of Corporation Finance posted a sample comment letter regarding disclosure obligations of companies based in or with a majority of their operations in the People’s Republic of China (July 17, 2023)
• Delaware adopted amendments to the Delaware General Corporation Law, including changes to stockholder approval requirements for forward and reverse stock splits (July 17, 2023)
• The US General Accounting Office published a report on companies’ conflict minerals disclosures (July 19, 2023)
• Audit Analytics published a study on shareholder votes on auditor ratification (July 24, 2023)
• The SEC adopted rules requiring registrants to make disclosures regarding material cybersecurity incidents, risk management, strategy, and governance (July 26, 2023) (see Maynard client alert for further details)
• Nasdaq proposed rules that would establish listing standards related to notification and disclosure of reverse stock splits (July 28, 2023)
• Glass Lewis published its 2023 proxy season review (July 28, 2023) (free registration required)
• The Financial Accounting Standards Board (FASB) proposed a new standard that would expand public companies’ disclosure obligations for certain expense categories (July 31, 2023)
• LRN published a study on trends in companies’ codes of conduct (July 31, 2023)
• Persefoni released the results of its survey of public company scope 1 and 2 emission disclosures (August 16, 2023)
• The SEC staff issued six new Compliance & Disclosure Interpretations (CDIs) related to the recent Rule 10b5-1 amendments, under Exchange Act Rules, Section 16, and Regulation S-K (August 25, 2023)
• The SEC issued its first Fee Rate Advisory for fiscal year 2024 (August 25, 2023)
• The SEC Chief Accountant issued a statement about the comprehensive risk assessment by management and auditors of public companies (August 25, 2023)
• The PCAOB announced the results of an enforcement sweep addressing violations of audit committee communication requirements (August 28, 2023)
• The SEC staff issued three new CDIs related to the recent Rule 10b5-1 amendments for foreign private issuers (August 30, 2023)
• Deloitte published a study on board oversight of artificial intelligence (AI) at public companies (September 2, 2023)
• Nasdaq proposed an amendment to its rules governing codes of conduct (September 5, 2023)
• KPMG published a quarterly study of initial public offering (IPO) activity (September 5, 2023)
• Semler Brossy published a study on the results of equity plan shareholder votes (September 5, 2023)
• The SEC posted a sample comment letter to issuers regarding their XBRL disclosures (September 7, 2023)
• The SEC proposed amendments to Regulation S-T and Form ID related to technical changes to EDGAR (September 13, 2023)
• The California legislature passed the Climate Corporate Data Accountability Act (SB-253) (September 14, 2023)
• Pay Governance published a report on say-on-pay vote outcomes (September 14, 2023)
• The California legislature passed the Climate-Related Financial Risk Act (SB-261) (September 15, 2023)
• The SEC settled charges against CBRE for using an employee release that violated the SEC’s whistleblower protection rule (September 19, 2023) (see Maynard client alert for further details)
• The SEC released a report from the Business Forum on Small Business Capital Formation (September 26, 2023)
• The SEC staff issued nine new CDIs and updated one CDI to provide guidance regarding the pay versus performance disclosure requirements in Item 402(v) of Regulation S-K (September 27, 2023)
• The SEC settled charges against five companies and six individuals for violating Section 16 reporting requirements (September 27, 2023)
• The PCAOB adopted a new standard addressing the requirements for the auditor’s use of confirmation (September 28, 2023)
• The NYSE proposed a rule change to the shareholder approval requirement for sales of securities to substantial security holders of a listed company (September 29, 2023)

For additional information about any of the above developments, or to discuss any questions that you may have, please contact a member of Maynard Nexsen’s Public Company Advisory Group.

_{This Client Alert is for information purposes only and should not be construed as legal advice. The information in this Client Alert is not intended to create and does not create an attorney-client relationship.}