House Passes Legislation Addressing 10b5-1 Plans By
The House of Representatives has passed the “
The Promoting Transparent Standards for Corporate Insiders Act” (H.R. 1528) by a vote of 355-69. The bill directs the Securities and Exchange Commission to study and report on possible revisions to regulations regarding 10b5-1 trading plans. 10b5-1 plans allow employees of publicly traded companies and others to sell their shares without violating insider trading prohibitions. The bill requires the SEC to revise its regulations consistent with the results of the study.
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House Committee Considers Legislation Requiring Disclosure of Political Spending, ES&G Metrics and Diversity By
April 20, 2021
The House Committee on Financial Services is considering legislation on a number of matters that would affect public companies. An example of some of the matters under consideration include:
A bill that would require public companies to submit quarterly reports to both the SEC and investors detailing the amount, date, and nature of the company’s expenditures for political activities.
The ESG Disclosure Simplification Act would require issuers to disclose certain environmental, social and governance (ESG) metrics to shareholders, the connection between those metrics and the issuer’s long term business strategy, and the method by which the issuer determines how ESG metrics impact its long term strategy. The bill would also require the U.S. Securities and Exchange Commission (SEC) to adopt rules requiring issuers to disclose ESG metrics in filing
SEC Risk Alert Notes Deficiencies in ESG Investing Processes By
April 12, 2021
The SEC Division of Examinations has issued a Risk Alert to highlight observations from recent exams of investment advisers, registered investment companies, and private funds offering ESG products and services.
According to the Risk Alert, during examinations of investment advisers, registered investment companies, and private funds engaged in ESG investing, the staff observed some instances of potentially misleading statements regarding ESG investing processes and representations regarding the adherence to global ESG frameworks. The staff noted, despite claims to have formal processes in place for ESG investing, a lack of policies and procedures related to ESG investing; policies and procedures that did not appear to be reasonably designed to prevent violations of law, or that were not implemented; documentation of ESG-related investment decisions that was weak or unclear; and compliance program
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Corp Fin Director Questions Application of PSLRA to De-SPAC Transactions By
April 9, 2021
John Coates, Acting Director, Division of Corporation Finance, issued a statement questioning the application of the safe harbor for forward looking information in the Private Securities Litigation Reform Act (PSLRA) to a de-SPAC transaction. A de-PAC transaction occurs when a SPAC, which is already public, acquires a private company which results in the private company being publically owned.
Mr. Coates takes issue with the often repeated claim by some but not all SPAC enthusiasts that an advantage of SPACs over traditional IPOs is lesser securities law liability exposure for targets and the public company itself. This asserted lesser liability is focused on using projections and other valuation materials of a kind that is not commonly found in conventional IPO prospectuses because such materials are thought to benefit from the safe harbor for forwarding looking information provided