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Davis Polk Client Memo: Stock Buybacks Under 10b5-1 Plan Draw SEC Rebuke

In a first-of-its-kind case, the SEC focused on a company’s accounting controls around Rule 10b5-1 buybacks and imposed a $20 million fine. The novel theory in the case highlights the need for policies and procedures around stock buyback authorizations and the entry into of 10b5-1 plans, including procedures a company needs to follow to determine that it is not in possession of MNPI when it enters into a 10b5-1 buyback plan.
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ISS Releases Policy Application Guidance For COVID-19’s Impact

On Wednesday, April 8, 2020, Institutional Shareholder Services Inc. (ISS) issued guidance on voting policies of various corporate governance-related issues that are likely to be implicated by the coronavirus (COVID-19) pandemic during the 2020 proxy season. The guidance does not introduce any new formal policies. Rather, the guidance provides ISS’s perspective on selected market developments and application of several of its existing policies relevant to the U.S.
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Potential Replacement for SEC Commissioner Jackson is Reported

Caroline Crenshaw, a lawyer, is expected to be the nominee to fill the seat currently held by SEC Commissioner Robert J. Jackson Jr.  Ms. Crenshaw, whose potential nomination was reported by news outlets earlier this summer, currently serves as counsel to Commissioner Jackson.  She has served in this role since 2018, focusing on topics such as share buybacks and dual-class shares.
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