The Cleary Securities and Disclosure Center
News Bites

Corporate Governance

• ISS Issues 2021 Updates to Certain Compensation Related FAQs and Policies
• Cleary Gottlieb Participates in Panel Discussion on Highlights of the 2020 Proxy Season
• 2020 Post-Proxy Season Review and Governance Trends
• The New Civil Code: Obey
• ISS Issues Additional Voting Policy Guidance in Response to COVID-19 Pandemic
• The Keys to Emergency Succession: Planning For Boards and Senior Management During a Health Pandemic
• Glass Lewis Expands Report Feedback Statement Service
• Insider Trading Risk During the COVID-19 Outbreak
• Glass Lewis Revised Guideline Regarding Virtual Meetings for 2020 Proxy Season
• Cuomo Executive Order Gives New York Corporations Relief on Physical Annual Meetings
• Coronavirus & Postponing/Adjourning Annual Meetings
• Coronavirus & Virtual Annual Meetings
• Cleary Gottlieb Participates in Panel Discussion on Outlook for the 2020 Proxy Season
• ISS Updates its 2020 Proxy Voting Policies
• Glass Lewis Updates Its 2020 Proxy Voting Guidelines
• In its Highly Anticipated Guidance on Proxy Advisory Firms, the SEC Proceeds With Caution
• The Purposes of a Corporation and the Role of the Board
• Cleary Gottlieb Participates in Panel Discussion on Highlights of the 2019 Proxy Season
• July 2019 Privacy and Cybersecurity Enforcement: Lessons for Management and Directors
• How Many Directorships is Too Many? Vanguard’s Evolving View
• DOJ Guidance on Corporate Compliance Programs: A Checklist for Directors
• Hertz Pursues Novel Theory to Hold Former Management Team Personally Liable for Restatement and Ensuing Legal Proceedings
• How to Practically Synthesize Investor Messages From BlackRock, State Street, and T. Rowe Price
• Reading Diversity Into Regulation S-K
• ISS Updates its 2019 Proxy Voting Guidelines
• Recent Updates to Proxy Advisory Firm Guidelines
• The Tesla Settlement – What It Means for Other Companies
• SEC Staff Releases Two New C&DIs on the Use of Notices of Exempt Solicitation
• Update on Board Diversity Developments
• State Regulators Reach Settlement With Equifax in Connection With Massive Data Breach
• Bringing the #MeToo Movement Into the Board Room
• Confronting Sexual Harassment in Today’s Workplace: 8 Questions Companies Should Be Asking Themselves
• SEC Signals Company Friendly Approach in New Shareholder Proposal Guidance
• Selected Issues for Boards of Directors in 2018

Disclosure and SEC Reporting

• SEC Chief Accountant Weighs in on Accounting Issues During the COVID-19 Outbreak
• SEC Cracks Down on Earnings Management
• July 2019 Privacy and Cybersecurity Enforcement: Lessons for Management and Directors
• Reading Diversity Into Regulation S-K
• The Tesla Settlement – What It Means for Other Companies

Financial Reporting and Audit

• SEC Brings Enforcement Action Against Global Brokerage Company, Finding False and Misleading Statements In Connection With Non-GAAP Financial Measures
• SEC Chief Accountant Weighs in on Accounting Issues During the COVID-19 Outbreak
• SEC Cracks Down on Earnings Management
• Hertz Pursues Novel Theory to Hold Former Management Team Personally Liable for Restatement and Ensuing Legal Proceedings
• Potential SEC Inquiry: Improper Rounding Up of EPS

Registered Offerings

• Spotify’s Direct Listing A Look Under the Hood

Securities Litigation

• H.R. 2534: Insider Trading Prohibition Act – Congress Considers Enacting Changes to Insider Trading Law Under Section 10(b)

• Two Strikes and You’re Out: The Litvak Saga Comes to an End
• Government Moves to Voluntarily Dismiss Remaining Charge Against Jesse Litvak, Foregoing a Third Trial
• Second Circuit Potentially Revives Newman’s “Meaningfully Close Personal Relationship” Test, Amends Martoma Decision
• Kokesh and Its Impact on SEC Enforcement, a Year Later

Types of Securities: Equity

• Spotify’s Direct Listing A Look Under the Hood