• On April 8, the SEC announced that, beginning on May 14, the fee rates applicable to most securities transactions will be set at $22.90 per $1 million (a substantial increase from the fee rate of $5.10 per $1 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 fiscal year 2021 fee rate was lower than usual because of unprecedented covered sales volumes during the COVID-19 pandemic.
  • On March 22, the SEC issued new compliance and disclosure interpretations (CD&Is) on the topic of mergers and acquisitions. Among other items, the CD&Is encourage companies to file business combination agreements as exhibits to an Item 1.01 Form 8-K announcing a merger, and identify the following non-exclusive list of material terms that should be disclosed in an Item 1.01 Form 8-K announcing a merger: the amount and nature of merger consideration, committed financing arrangements, material terms regarding the securities ownership or management structure of the combined or surviving company, material closing conditions, and anticipated timeframes for SEC filings and closing.
  • On March 9, the SEC proposed rules that would enhance 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 to identify and manage cybersecurity risks, a company's board of directors' oversight of cybersecurity risk, and a company's management's role and expertise in assessing and managing cybersecurity risk and implementing cybersecurity policies and procedures. The proposed rules would also require annual disclosure of a board of directors' cybersecurity expertise, if any. The comment period for the proposed rules closes on May 9.
  • The Division of Corporation Finance and the Division of Investment Management have asked that issuers stop sending paper "courtesy copies" of materials that are filed or submitted via EDGAR, email, online form, or other electronic method of communication unless requested to do so by SEC staff.
  • Early in 2022, the staff of the Division of Corporation Finance and the Division of Investment Management of the SEC extended its guidance concerning shareholder meetings in the time of COVID-19. In particular, the SEC encourages issuers to continue to allow shareholder proponents or their representatives to present their shareholder proposals via alternative means, such as by phone, and considers shareholders' inability to attend issuers' annual meetings due to hardships related to COVID-19 to be "good cause" to not attend a meeting in person pursuant to Rule 14a-8(h) under the Securities Exchange Act of the 1934, as amended.
  • The Delaware General Assembly is currently considering significant changes to the Delaware General Corporation Law. The proposed amendments, among other things, would permit exculpation for corporate officers, broaden a board's authority to delegate the issuance of stock and options, and expand appraisal rights. If adopted, the proposed amendments would go into effect on August 1.

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