Sec Snapshots - Third Quarter 2019

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The members of Maynard’s Public Company Advisory Practice 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 service to our clients, we provide a quarterly summary of important news items affecting public companies.

Top trending items for the third quarter of 2019 are listed below:

• The SEC adopted a new rule to allow all issuers to “test the waters” in public securities offerings. https://www.sec.gov/news/press-release/2019-188?elq_mid=19037&elq_cid=2436453
• The SEC proposed rules to update statistical disclosures required from banking registrants. https://www.sec.gov/news/press-release/2019-179
• The SEC staff issued a statement on the discontinuation of LIBOR and the transition to an alternative reference rate. https://www.sec.gov/news/public-statement/libor-transition
• The SEC’s Division of Corporation Finance announced changes to its process for handling shareholder proposal no-action letter requests. https://www.sec.gov/corpfin/announcement/announcement-rule-14a-8-no-action-requests
• The SEC staff issued guidance regarding the application of federal proxy rules to proxy voting advice and investment advisors’ use of proxy advisors. https://www.sec.gov/news/press-release/2019-158
• The PCAOB issued guidance on auditing estimates and auditors’ use of specialists. https://pcaobus.org/News/Releases/Pages/staff-guidance-new-requirements-auditing-estimates-auditors-use-work-specialists.aspx
• The SEC staff issued new Compliance and Disclosure Interpretations (CDIs) addressing in-line XBRL filing requirements. https://www.sec.gov/corpfin/interactive-data-cdi
• The Business Roundtable issued a new Statement on the Purpose of a Corporation that has generated significant attention. https://www.businessroundtable.org/business-roundtable-redefines-the-purpose-of-a-corporation-to-promote-an-economy-that-serves-all-americans
• The SEC issued proposed rules to further modernize the description of business, legal proceedings and risk factor disclosures. https://www.sec.gov/news/press-release/2019-148
• BlackRock issued its 2019 Investment Stewardship Annual Report, explaining its voting guidelines and engagement priorities. https://www.blackrock.com/corporate/literature/publication/blk-annual-stewardship-report-2019.pdf
• The SEC’s Division of Corporation Finance announced a realignment of its disclosure program, including a reassignment of registrants to new review offices, to promote collaboration, transparency and efficiency. https://www.sec.gov/corpfin/announcement/cf-disclosure-program-realignment
• The SEC has sought to modernize the over-the-counter (OTC) market by proposing amendments to Exchange Act Rule 15c2-11, which sets out requirements for broker-dealers who wish to publish quotations for securities in the OTC market. https://www.sec.gov/news/press-release/2019-189
• ISS released the results of its global benchmark policy survey. https://www.issgovernance.com/iss-announces-results-of-global-benchmark-policy-survey/

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.

This client alert is for informational purposes only and should not be construed as legal advice. This client alert is not intended to create and will not constitute a lawyer-client relationship.