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SEC Amends Rules on MD&A and Other Financial Disclosures

Despite the imminent departures of SEC Chair Jay Clayton and Corp Fin Director Bill Hinman, the SEC continues to crank out new rules at a steady pace. On November 19, 2020, the SEC adopted amendments to “modernize, simplify, and enhance” financial disclosures, including those in Management’s Discussion and Analysis.  As has been the case with many of […]

SEC Permits Electronic Signatures on Filings

On November 17, 2020, the SEC adopted rules and amendments that will permit the use of electronic signatures in many SEC filings and submissions.  In announcing its action – which may be the first permanent rule change resulting from the COVID-19 pandemic – the SEC stated that the new rules and amendments “recognize the widespread […]

ISS Releases 2021 Voting Policies

On November 12, 2020, Institutional Shareholder Services (ISS) released its 2021 proxy voting guidelines.  The major changes are as follows: Gender Diversity: ISS will continue to recommend voting against or withholding votes from governance committee chairs at companies with no women directors; however, it is eliminating most of the mitigating factors that previously led to […]

Private Wealth Services Post-Election Alert

It appears that the historic Presidential election of 2020 is soon to be in the rear view mirror. Accordingly, it is time to assess the impact of President Elect Joseph Biden’s tax proposals on estate planning. President Elect Biden has proposed reducing the current $11.58 million estate, gift and GST tax exemptions to as low […]

SEC Harmonizes Exempt Offering Regulatory Framework

On November 2, 2020, the SEC adopted extensive amendments “to harmonize, simplify, and improve the…overly complex exempt offering framework.”  As noted in the SEC’s press release announcing the amendments, they are designed to eliminate the many “gaps and complexities” that characterize the current framework, including “multiple exemptions and safe harbors, each with different requirements.”  The […]

Family Wealth Compass – November 2020

Year End Planning for The Year That Never Ends The results of this year’s presidential election could have a drastic effect on estate planning techniques in the coming months, and even in the coming years. Potential Changes to The Estate/Gift Tax Exemption in 2021 Because of President Trump’s Tax Cuts and Jobs Act(“TCJA”), the lifetime […]

OCC Issues Final Ruling, Are You the ‘True Lender?’

On October 27, 2020, the Office of the Comptroller of the Currency’s (OCC) True Lender Rule, which is codified under 12 CFR 7.1031, became final.  The rule helps clarify who is the ‘true lender’ in loan funding partnerships between OCC regulated national banks or federal savings associations and loan originators, addressing several divergent judicial tests […]

SEC Updates Auditor Independence Rules

On October 16, 2020, the SEC adopted amendments to the auditor independence requirements in Rule 2-01 of SEC Regulation S-X.  In the press release announcing the amendments, the SEC noted that the rule changes were “[i]nformed by decades of staff experience applying the auditor independence framework,” and will “more effectively focus…on relationships and services that […]

SEC Proposes “Limited, Conditional Exemption” for Finders Helping Small Businesses to Raise Capital

On October 7, 2020, the SEC proposed a limited, conditional exemption from broker registration requirements for “finders” who assist smaller businesses to raise capital. As noted by SEC Chair Jay Clayton in the SEC’s press release announcing the proposal, “[t]here has been significant uncertainty…about finders’ regulatory status…. If adopted, the proposed relief will bring clarity […]

SEC “Modernizes” Shareholder Proposal Rules

On September 23, 2020, the SEC amended its rules specifying the submission and resubmission thresholds for shareholder proposals.  The SEC has characterized the amendments as “modernizing” the rules; the submission and resubmission thresholds had not been amended since 1998 and 1954, respectively.  However, investors, which largely opposed the amendments when first proposed, have found the […]


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