NACD Washington Review, Q4 2020

In brief: The 116th Congress introduced some 20,000 bills and resolutions, but only about 1 percent of these became laws—notably, major stimulus bills intended to mitigate the economic effects of COVID-19 shutdowns. Legislators proposed many progressive bills in the areas of board diversity, environmental oversight, and executive compensation that could be revived in the 117th Congress, now convened under Democratic control. Meanwhile, the SEC said goodbye to Jay Clayton as chair, naming Elad Roisman as acting chair. In the final quarter of Chair Clayton’s service, the SEC approved a compensation disclosure interpretation on perquisites, a final rule on auditor independence, and a final rule on supplementary financial information in the management discussion and analysis (MD&A) section of the annual report, as well as a revision to New York Stock Exchange listing rules to permit direct listings there.

This brief can help your board to

  • ensure compliance with new SEC rules applicable to their companies,
  • monitor risks and opportunities from emerging and anticipated legal trends in key areas, and
  • develop effective policies in anticipation of new legal standards affecting board decisions.

Most relevant audiences: board chairs, lead directors, nominating/governance committee members, and general counsel