Cooley LLP (JD Supra United States)

2335 results for Cooley LLP (JD Supra United States)

  • Blog: SEC to scrutinize company accounting for impact of climate

    In February, then-Acting SEC Chair Allison Lee directed the staff of Corp Fin, in connection with the disclosure review process, to “enhance its focus on climate-related disclosure in public company filings,” starting with the extent to which public companies address the topics identified in the interpretive guidance the staff issued regarding climate change in 2010. (See this PubCo post.) In...

  • Alert: Return to NY Offices Underscores Importance to Conduct Mandatory Annual Anti-Harassment Training

    The gradual reopening of society has created increased hopes of an imminent return to normalcy, including returning to the office. Meanwhile, as New York employers begin rolling out their return-to-office plans, there will be a foreseeable and significant uptick in employee social interactions inside and outside of the office, such as at company-sponsored happy hours and holiday events. We remind

  • Blog: Under Armour’s failure to disclose order “pull forwards” comes under fire at the SEC

    On Monday, the SEC announced settled charges against Under Armour, Inc., a manufacturer of sports apparel, for misleading investors by failing to disclose material information about its “revenue management practices.” According to the Order, Under Armour had established a reputation for consistent revenue growth that exceeded analysts’ consensus estimates. But when internal forecasts began to...

  • Blog: Not much data disclosed on human capital, according to new survey

    When, in August 2020, the SEC considered adopting a new requirement to discuss human capital as part of an overhaul of Regulation S-K, the debate centered largely on principles-based versus prescriptive regulation—a debate that continues to this day. In that instance, notwithstanding a rulemaking petition and clamor from numerous institutional and other investors for transparency regarding...

  • Blog: SEC charges eight companies for deficient Forms 12b-25

    At the end of last week, the SEC announced that it had filed settled charges against eight companies for failing to disclose in their Form 12b-25 filings (Form NT Notification of Late Filing) that their late filings of periodic reports were caused by an anticipated restatement or correction of prior financial reporting. The staff detected the violations through the use of data analytics in an...

  • Alert: Second Circuit Rules Individuals Have Standing to Sue for ‘Increased Risk’ of Identity Theft

    Earlier this week, the United States Court of Appeals for the Second Circuit held that where personal information is disclosed without authorization, impacted individuals may have standing to sue if they can show an “increased risk” of identity theft or fraud, even if this hasn’t yet happened. The court, which had not before decided if plaintiffs could establish standing based on the risk of...

  • Alert - AMG v. FTC: US Supreme Court Severely Limits FTC’s Ability to Seek Monetary Relief

    The US Supreme Court ruled last week that the Federal Trade Commission doesn’t have the authority to seek equitable monetary relief in federal court under Section 13(b) of the FTC Act in AMG Capital Management LLC v. FTC.

  • Blog: Is the SEC considering guidance on SPAC projections?

    Reuters is reporting—exclusively—that the SEC is contemplating issuing more guidance that would “rein in growth projections” made by listed SPACs and clarify when the PSLRA would be available to protect SPAC projections, “according to three people with knowledge of the discussions.” According to Reuters, the SEC guidance “would escalate its crackdown on the deal frenzy” in SPACs and could...

  • Alert: Supply Chain Finance and Trade Credit Insurance in Spotlight

    As struggling companies continue to look for liquidity amid the COVID-19 pandemic, many have turned to supply chain financing (SCF) solutions to shore up their balance sheets and to mitigate risk. SCF is a financial transaction in which a bank or third party provides funding to pay a company’s supplier of goods and services. This type of transaction has the potential to benefit all parties: the...

  • Blog: Russia’s treatment of Navalny could have implications for your disclosure obligations

    You might recall that the Iran Threat Reduction and Syria Human Rights Act added Section 13(r) to the Exchange Act, which requires public reporting companies that knowingly engaged (directly or through affiliates) in certain transactions or dealings with Iran to report those transactions or dealings in their periodic reports and through separate filings with the SEC. But some sections of the...

  • Blog: What role should the exchanges play in encouraging board diversity?

    Board diversity and how (and whether) to try to achieve it is a topic that has certainly appeared on a lot of corporate governance agendas in the last few years. Institutional investors have applied pressure on corporations, shareholders have submitted precatory proposals for shareholder votes, investment banks have insisted on diverse boards as preconditions for taking companies public, and...

  • Blog: Happy Earth Day!

    Climate Action 100+ reports that, last year, there were 22 climate-related weather disasters in the U.S. that “each caused more than $1 billion in damages—far and away a record. To investors, climate change poses not only physical risks of damage to assets, supply chains and infrastructure but also transitional risk if portfolio companies do not adjust rapidly enough as the economy decarbonizes...

  • Alert: Using a Professional Employer Organization? Check for Employment Practices Liability Insurance

    Professional employer organizations provide human resources solutions for small and mid-size businesses. In the US, PEOs serve more than 175,000 small and mid-sized businesses, which represents 15% of all US employers with 10 to 99 employees, according to the National Association of Professional Employer Organizations. In addition to handling human resources matters, payroll and employee benefits,

  • Blog: Can SEC Commissioner Hester Peirce avert adoption of ESG metrics?

    It’s widely anticipated that we’ll soon be seeing more action from the SEC on sustainability disclosure, including possibly a prescriptive ESG framework that draws on some global metrics. (See, e.g., this PubCo post and this PubCo post.) Trying to head those prescriptive ESG metrics off at the pass is Commissioner Hester Peirce—yes, she who once described “ESG” as standing for “enabling...

  • Alert: SPAC Enforcement Risks Increase with Enhanced SEC Scrutiny

    What happened - In a recent client alert, we discussed the dramatic rise in offerings of special purpose acquisition companies (SPACs) and some of the attendant litigation and enforcement risks. A raft of recent public statements and actions by Securities and Exchange Commission (SEC) staff reflect the agency’s enhanced scrutiny of these transactions and suggest that enforcement...

  • Blog: Does gender diversity in the C-suite change the way management thinks?

    There’s been a lot written about the benefits of board gender diversity, but this article from the Harvard Business Review, Adding Women to the C-Suite Changes How Companies Think, reports on a study by three academics of the impact of adding women to the C-Suite—not just whether the businesses performed better, but why they performed better. In other words, “[w]hat are the specific mechanisms...

  • Blog: Gensler sworn in

    Gary Gensler was sworn in today, Saturday, as a member of the SEC. He was confirmed by the Senate to be the Chair of the SEC on April 14, 2021. According to the SEC’s press release, Gensler said: “I feel incredibly privileged to join the SEC’s team of remarkable public servants….As Chair, every day I will be animated by our mission: protecting investors, facilitating capital formation, and...

  • Blog: Has universal proxy been resuscitated?

    In remarks in March to the Center for American Progress, Acting SEC Chair Allison Lee said that she had asked the staff to consider whether the SEC should “re-open the comment file on the 2016 universal proxy rule proposal to take into account market developments since then and move towards finalization.” Under that proposal, in a contested election, universal proxy cards identifying all the...

  • Blog: Gensler confirmed as SEC Chair

    Today, the Senate, by a vote of 53 to 45, confirmed Gary Gensler as SEC Chair—for a little while anyway. Presumably, he will be sworn in in the next several days. The current SEC Commissioners offered their congratulations here. The pivot from the approach taken by former SEC Chair Jay Clayton on issues such as adoption of standardized mandatory climate disclosure and other ESG disclosure...

  • Blog: What’s ahead for this proxy season?

    Alliance Advisors, a proxy solicitation and corporate advisory firm, has just posted its 2021 Proxy Season Preview, a useful introduction into the major themes of this season—well worth a read. First, and most obviously, there is COVID-19 and its direct and indirect impact. The pandemic is having a significant direct impact this year—not just in necessitating recourse to virtual-only annual...

  • Blog: Staff posts guidance on accounting for warrants issued in SPAC transactions

    Warrants are frequently issued in connection with the formation and initial registered offerings of SPACs, but apparently there have been some problems with accounting for some of these warrants, or at least, so it appears from this Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) from Acting Corp Fin Director John...

  • Blog: Acting Corp Fin Director Coates speaks on SPACs

    As has been widely reported, there has been a phenomenal increase in the volume of SPAC transactions as an alternative approach to becoming a public company. According to Bloomberg, around “300 SPACs launched on U.S. exchanges in the first quarter, raising almost $100 billion. That total was more than all of last year.” In this statement, Corp Fin Acting Director John Coates discusses liability...

  • Blog: Corp Fin staff updates guidance regarding presentation of shareholder proposals in light of COVID-19

    On Friday, the Corp Fin staff announced that it has updated its Guidance for Conducting Shareholder Meetings in Light of COVID-19 Concerns originally published on March 13, 2020 and updated on April 7, 2020 (see this PubCo post and this PubCo post). The updated guidance posted on Friday tweaks the advice related to presentation of shareholder proposals, extending its application to the 2021 proxy

  • Alert: FCC Adopts Rules for Round 2 of COVID-19 Telehealth Program Funding

    The FCC has adopted rules to implement Round 2 of the COVID-19 Telehealth Program, making available almost $250 million in new funding for pandemic-related telehealth initiatives by nonprofit healthcare providers.

  • Blog: HEERF Audit Guide for Proprietary Schools Released

    On March 31, the Department of Education’s Office of Inspector General (ED OIG) issued the Guide for Compliance Attestations Engagements for Proprietary Schools Expending Higher Education Emergency Relief Fund Grants (Guide) which will govern how for-profit institutions are evaluated for compliance in their treatment of Higher Education Emergency Relief Fund (HEERF) moneys received under the...

  • Blog: SEC approves NYSE amendment of shareholder approval provisions

    In December 2020, the NYSE proposed to relax the requirements for shareholder approval of related-party equity issuances and bring them into closer alignment with the comparable Nasdaq rules by amending Sections 312.03, 312.04 and 314.00 of the NYSE Listed Company Manual. The amendments were intended to provide more flexibility to raise capital and included modifications that were similar to the

  • Alert: California Enacts COVID-19 Supplemental Paid Sick Leave Law Retroactive to January 1, 2021

    On March 19, Governor Gavin Newsom signed SB 95 into law, which provides for supplemental paid sick leave for reasons related to COVID-19. This new leave is in addition to paid sick leave already required by law or policy. The new law creates California Labor Code Section 248.2, with respect to supplemental paid sick leave to employers generally and firefighters, and California Labor Code Section

  • Blog: How do we incorporate ESG factors into incentive compensation?

    In BlackRock Investment Stewardship’s recent commentary, BIS observed that ESG-related metrics have increasingly been incorporated as performance measures in companies’ incentive plans. BIS cited a recent study from the GECN Group, which showed that 67% of companies in the study used ESG measures (but only 56% in the U.S. alone) and that COVID-19 had accelerated the incorporation of ESG factors...

  • Alert: New York State Department of Financial Services Issues Draft Guidance for Domestic Insurers on Climate Change Risks

    New York domestic insurance companies will be expected to take into account the impact of climate change in all facets of their business, as per the latest regulatory guidance proposed by the New York State Department of Financial Services (DFS). Climate change is expected to materially impact many of the risks insured by insurance companies, increasing the frequency and severity of flooding,...

  • Blog: Corp Fin and OCA have advice regarding SPACs

    According to the staff of the SEC’s Office of the Chief Accountant, in “just the first two months of 2021, both the number of new SPACs and amount of capital raised by those SPACs have been reported to already match approximately three-fourths of all such activity last year.” And there was quite a bit of SPAC activity last year. In light of the incredible volume of SPAC deals, on Wednesday, the...

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