Capital Markets Compass – Other recent developments – May 2022 – Shareholders

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  • On April 8, the The SEC announced that, effective May 14, fee rates for most corporate actions will be set at $22.90 per million (a substantial increase from the fee rate of $5.10 per million for fiscal year 2021). The current fee rate represents a return to levels similar to those prior to 2021 (i.e. $22.10 in 2020 and $20.70 in 2019). The expense ratio for fiscal 2021 was lower than normal due to unprecedented hedged sales volumes during the COVID-19 pandemic.

  • On March 22, the SEC released new Compliance and Disclosure Interpretations (CD&I) on the subject of mergers and acquisitions. Among other items, CD&I encourages companies to file business combination agreements as attachments to a Section 1.01 Form 8-K announcing a merger, and to identify the following non-exclusive list of material terms that must be disclosed in a Section 1.01 Form 8-K announcing a merger: the amount and nature of the merger consideration, committed financing arrangements, material terms regarding the ownership of securities or the management structure of the merged or surviving company, material closing conditions and expected time frames for SEC filings and closing.

  • On March 9, the SEC proposed rules that would improve and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies, including business development companies. The proposed amendments would require, among other things, current and periodic disclosure of: material cybersecurity incidents, policies and procedures for identifying and managing cybersecurity risks, oversight of cybersecurity risks by the board of directors of a company, and the role and expertise of a company’s management in assessing and managing cybersecurity risks and implementing cybersecurity policies and procedures. The proposed rules would also require annual disclosure of a board’s cybersecurity expertise, if any. The comment period on the proposed rules ends May 9.

  • The Corporate Finance Division and the Investment Management Division have asked that issuers cease sending paper “courtesy copies” of documents that are filed or submitted via EDGAR, email, online form, or other method of electronic communication, unless requested by SEC staff.

  • In early 2022, staff in the SEC’s Corporate Finance Division and Investment Management Division extended its guidelines regarding shareholder meetings in times of COVID-19. In particular, the SEC encourages issuers to continue to allow shareholder promoters or their representatives to present their shareholder proposals by other means, such as by telephone, and considers the inability of shareholders to attend meetings annual issuer meetings due to COVID-19 difficulties to be a “good reason” not to attend an in-person meeting pursuant to Rule 14a-8(h) of the Securities Exchange Act of 1934, as amended .

  • The Delaware General Assembly is currently considering significant changes to the Delaware General Corporations Act. The proposed amendments, among other things, would allow the exoneration of corporate officers, broaden the power of a board of directors to delegate the issuance of shares and options, and broaden valuation rights. If passed, the proposed changes will come into effect on August 1.

The content of this article is intended to provide a general guide on the subject. Specialist advice should be sought regarding your particular situation.

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