SEC Adopts Rules Implementing FAST Act Provisions

This week, the SEC approved interim final rules implementing two provisions of the transportation bill known as the FAST Act, adopted by Congress in December. These rules revise Forms S-1 and F-1 to provide that as long as emerging growth companies’ registration statements include all required financial information at the time of the offering, they will be allowed to omit certain historical period financial information prior to the offering.  

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ISS Issues New FAQs for 2016 Proxy Season

Proxy advisory firm Institutional Shareholder Services (ISS) recently issued updated guidance on its policies for the 2016 proxy season. In the FAQs, ISS describes its policy regarding a board’s implementation of proxy access in response to a proxy access shareholder proposal that received majority support and the analytical framework for evaluating proxy access director nominees.  

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New Cybersecurity Disclosure Act Introduced in Congress

U.S. Senators Jack Reed and Susan Collins recently introduced the bipartisan Cybersecurity Disclosure Act of 2015. The bill would require U.S. public companies to disclose the existence and extent of cybersecurity expertise or experience on their boards.  

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FASB’s Proposed Changes to “Materiality” to Receive Further Study

The Financial Accounting Standards Board (FASB) recently issued two exposure drafts to clarify the definition of materiality in accounting standards and to align those standards with the legal concept of materiality established by the U.S. Supreme Court.  

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The Ticker shares recent developments in SEC compliance, capital markets, corporate governance, executive compensation and other matters important to public companies and their officers and directors.  It is published by Fredrikson & Byron’s Public Companies Group.