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The purpose of this paper us to summarize the remarks of the Commissioners and participants in several panel sessions and workshops during the 2013 annual “SEC Speaks” conference held by the Practising Law Institute in cooperation with the US Securities and Exchange Commission, discussing the SEC's accomplishments in 2012 and its agenda for 2013.

The paper summarizes remarks by Chairman Walter and Commissioners Aguilar, Paredes, and Gallagher; provides highlights from panel sessions and workshops concerning the Division of Corporation Finance, the Division of Trading and Markets, the Division of Enforcement, the Division of Investment Management, the Office of Compliance Inspections and Examinations as well as highlights from the panel sessions relating to Accounting, Risk, Strategy and Financial Innovation. Judicial and Legislative Developments, and Ethics.

The summaries provide an overview of the SEC's most important current rulemaking, projects and policy priorities.

The paper presents current SEC issues and developments addressed by experienced SEC lawyers.

To explain a series of no-action letters recently released by the SEC’s Division of Corporation Finance that help to clarify the circumstances in which a company may exclude shareholder proposals involving proxy access bylaw provisions from the company’s proxy statement.

Explains the background of competing proxy access bylaw provisions adopted or proposed by companies and proposed by shareholders, the “directly conflicts” test explained in SEC Staff Legal Bulletin 14H, and the “substantially implemented” guidelines implied in a series of no-action letters in February and March 2016. Explains the status of shareholder proxy access proposals as of Spring 2016.

Taken together with an earlier series of no-action letters released in February 2016 and Staff Legal Bulletin No. 14H, published in October 2015, companies considering the adoption of a proxy access bylaw provision now have a clearer understanding of when the Staff of the Division of Corporation Finance is likely to conclude that a company may appropriately exclude a proxy access shareholder proposal in favor of a proxy access provision adopted or proposed by a company.

This paper aims to familiarize readers about the nature and extent of the risks that listed companies and their boards of directors face by not addressing their attention to insuring the cyber-security of their operations and not disclosing cyber-episodes and their impact on operations as suggested by the SEC's Division of Corporate Finance.

This article provides an overview of recent developments that led the SEC's Division of Corporate Finance to issue a non-binding guidance on cyber-security, along with an analysis of the importance of cyber-security in today's marketplace, those business sectors that already must comply with statutory and regulatory duties to safeguard private information, the applicable duties of directors under Delaware law, and an overview of the enforcement activities against companies that have experienced data breaches, as well as a discussion of private class actions that have sought damages claimed to have resulted from the negligence of companies and their boards to fulfill their duties to protect such information from being stolen due to inadequate systems and protective measures.

The SEC Division of Corporate Finance's voluntary disclosure guidance concerning cyber-security offers various, non-binding reasons for listed companies to report about cyber-events that may be material to a business operation or profitability. Listed companies and their boards face enforcement and private litigation risks in the event of a cyber-incident because of the heightened interest in cyber-security, the considerable costs likely incurred as a result of a cyber-event, and the duties they owe to exercise appropriate oversight in the face of known risks.

The paper provides practical explanation of developing issues by experienced corporate and litigation lawyers.

To explain the US Securities and Exchange Commission’s (SEC’s) June 29, 2017 announcement (as updated August 17, 2017) that the staff of its Division of Corporation Finance will accept draft registration statement submissions from all companies for nonpublic review, thereby expanding a popular benefit previously available only to emerging growth companies (ECGs) under the JOBS Act and, in limited circumstances, to certain foreign private issuers under historical Staff practices.

Explains the rationale and limitations of the new policy, the existing confidential submission process, the expanded class of issuers and transactions that now qualifies for the nonpublic review process, and content and staff processing details.

Recognizing that the confidential submission process for EGCs proved highly popular and quickly became standard practice for eligible companies seeking to conduct an IPO, the SEC has made the nonpublic review process available to an expanded class of issuers and transactions. The expanded confidential submission process for IPOs addresses some of the typical concerns associated with engaging in the IPO process by giving a company more time and flexibility to determine whether it actually will be able to achieve the benefits of going public before it incurs the burdens and expenses of doing so.

Practical guidance from experienced securities and corporate finance lawyers.

To explain SEC Division of Corporation Finance Staff Legal Bulletin No. 14H (SLB 14H), which provides interpretive advice on how the Staff will treat shareholder proposals under the “directly conflicts” and “ordinary business” exclusions under Rule 14a-8.

Explains Rule 14-8 concerning the inclusion of shareholder proposals in a company’s proxy materials, Rule 14a-8(i)(9) on substantive bases for exclusion of shareholder proposals, guidance from SLB 14H on shareholder proposals that do and do not directly conflict with company proposals, Staff guidance prior to SLB 14H, the “ordinary business” exclusion under Rule 14a-8(i)(7), and how SEC staff guidance differs from the majority opinion in Trinity Wall Street v. Wal-Mart Stores, Inc. on the ordinary business exclusion.

The SEC Staff’s new standard for conflicting proposals is likely to make it more difficult for companies to exclude a shareholder proposal that is different from a management proposal if the two proposals are not “mutually exclusive”. Staff guidance also states that companies may not exclude proposals focusing on a significant policy issue under the ordinary business exclusion if “the proposals would transcend the day-to-day business matters and raise policy issues so significant that it would be appropriate for a shareholder vote”.

Expert guidance from experienced securities and financial services lawyers.

In the past few years there has been a marked increase in the number of business and financial sites on the Internet. As a result, librarians need to have a solid grasp of financial terminology, understand concepts to be able to answer financial questions, and continue to stay current with business and financial developments. Often, the websites that can help you answer business and finance questions can also teach you about the subject. Reference tools such as glossaries, FAQs, and tutorials, can be of tremendous help in answering business‐related questions – provided you know where to locate them. This article will discuss some common financial questions and suggest websites as good reference tools to help you learn about business and finance.

This paper examines a legal bulletin issued by the staff of the Securities and Exchange Commission (SEC) in November 2017 that provides significant new guidance to SEC-reporting companies on the application of the “ordinary business” and “economic relevance” exceptions in Rule 14a-8 under the Securities Exchange Act of 1934. Rule 14a-8 governs an SEC-reporting company’s obligation to include shareholder proposals in its proxy materials for a shareholder meeting.

This paper provides in-depth analysis of the new interpretive guidance against the background of continuing controversy between companies and shareholder-proponents over the bases on which companies should be permitted to exclude from their proxy materials proposals that proponents believe raise social, ethical or other policy issues that are appropriate for shareholder action.

In acting on a company’s request to exclude a proposal, the SEC staff must make difficult judgments regarding the connection between policy issues reflected in the proposal and the company’s business operations, which the company’s directors and officers seek to conduct free of inappropriate shareholder oversight. In the new guidance, the staff calls for assistance in making these judgments by soliciting greater board-level involvement in the exclusion determination and encouraging the company in its no-action submission to discuss the board’s analysis and decision-making process. Greater board participation should encourage a more probing assessment of the considerations weighed in these determinations.

This paper provides expert guidance on a major new SEC disclosure requirement from experienced securities lawyers.

To examine the COVID-19 pandemic’s effects on regulated entities within the context of cybersecurity, US Securities and Exchange Commission (SEC) compliance, and parallel proceedings.

Describes the SEC’s ability to conduct its operations within the telework environment, its commitment and ability to monitor the securities market, its enhanced monitoring of the adverse effects of SEC-regulated companies from COVID-19, its guidance to public companies of disclosure obligations related to cybersecurity risks and incidents, the SEC Office of Compliance and Examinations’s (OCIE’s) focus on broker-dealers’ and investment advisories’ cybersecurity preparedness, the role and activities of the SEC Division of Enforcement’s Cyber Unit, and parallel proceedings on cyberbreaches and incidents by different agencies, branches of government or private litigants.

SEC-regulated entities face many challenges in trying to maintain their ongoing business operations and infrastructure due to severe financial pressures, the threat of infection to employees and customers, and cybersecurity risks posed by remote operations from hackers and fraudsters. The SEC has reemphasized that its long-standing focus on cybersecurity and resiliency within the securities industry will continue, including ongoing vigilance over companies’ efforts to identify, assess, and address the inherent, heightened cybersecurity risks of teleworking and the resource reallocation that business need to sustain their operations until a safe and effective vaccine is developed for COVID-19.

Expert analysis and guidance from experienced lawyers with expertise in securities, litigation, government enforcement, information technology, data protection, privacy and cybersecurity.

The world in which companies operate today is volatile, uncertain, complex, and ambiguous, thus subjecting contemporary forms to an array of risks that challenge their viability in an increasingly competitive landscape. Organizations that cling to their traditional ways of operating impede their ability to survive while those able to embrace evolving changes and lever their strategic response capabilities (SRCs) will thrive against the odds. The possession of such capabilities has become a prominent explanation for effective adaptation to the impending changes but is rarely analyzed and tested empirically. Strategic adaptation typically assumes innovation as an important component, but we know little about how the innovative processes interact with the firm’s SRCs. Hence, this study investigates these implied relationships to discern their effects on organizational performance and risk outcomes. It explores the effects of SRCs and the role of innovation as intertwined adaptive mechanisms supporting strategic renewal that can attain superior performance and risk effects. The relationships are analyzed based on a large sample of US manufacturing firms over the decade 2010–2019. The study reveals that firms possessing effective SRCs have the ability to exploit opportunities and deflect risky situations to gain favorable performance and risk outcomes. While innovation indeed plays a role, the precise nature and dynamic effect thereof remain inconclusive.