News & Analysis as of

Environmental Social & Governance (ESG) MD&A Statements

Mayer Brown Free Writings + Perspectives

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial...more

Saul Ewing LLP

A Checklist of Key Considerations for Upcoming 2023 Form 10-K Filings to be Filed in 2024

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This checklist highlights certain considerations for companies preparing to file annual reports on Form 10-K for the calendar year ended 2023 and is intended to serve as a focused resource highlighting changes in disclosure...more

White & Case LLP

Key Considerations for the 2023 Annual Reporting Season: Form 20-F and other FPI-Specific Considerations

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This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2023 annual reporting season....more

BakerHostetler

Preparing for the 2023 Proxy and Annual Reporting Season: Key Issues and Considerations

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Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more

White & Case LLP

MD&A disclosure in volatile times

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Current macroeconomic and geopolitical uncertainty may make it difficult for companies to know how to tackle their Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") disclosure. In...more

BCLP

Highlights of the SEC’s Proposed “Rules of the Road” for Climate-Related Disclosures

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On March 21, 2022, the SEC announced proposed new rules that would require public companies to disclose certain climate-related information in registration statements and periodic reports. Under the rules, a company would be...more

Cadwalader, Wickersham & Taft LLP

Made for TV: The SEC’s Regulatory Posture on Climate Risk

Climate change-related risks to the U.S. financial system are attracting increasing public attention in recent years and are raising questions about how U.S. financial regulators, including the U.S. Securities and Exchange...more

Mayer Brown Free Writings + Perspectives

Analysis of the Decade-Long Climate Change Disclosure Endeavor

In its recent white paper, “Climate Change Disclosure Report: From Omission to Commission,” Intelligize revisits the Securities and Exchange Commission (“SEC”) climate change-related disclosure guidance. The report notes that...more

White & Case LLP

Key Considerations for the 2022 Annual Reporting Season: Form 20-F and Other FPI-Specific Considerations

White & Case LLP on

This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2022 annual reporting season. This memo describes our key considerations for...more

Mayer Brown Free Writings + Perspectives

Market Trends 2020/21: Disclosure on Political Contributions

This practice note discusses market trends on how public companies’ political contributions, or “political spending,” is perceived to be intertwined with environmental, social, and governance (ESG) issues, and provides...more

Snell & Wilmer

Annual Reporting Considerations

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COVID-19 Considerations. As companies prepare their annual reports, they should consider refreshing their various disclosures about COVID-19. Particular attention should be given to COVID-19 disclosures in the MD&A, Risk...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2022 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2022 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more

BCLP

2022 Proxy Season - Quick Hits

BCLP on

Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more

Katten Muchin Rosenman LLP

SEC Sample Letter to Companies Regarding Climate Change Disclosures - Capital Markets Compass | Issue 1

Recently, Katten public company clients, like many other public companies, have been receiving comment letters relating to climate change disclosure. Such comment letters are along the lines of an illustrative comment letter...more

Akin Gump Strauss Hauer & Feld LLP

Corp Fin’s Climate Disclosure Review is Here – What to Expect and How to Prepare

Last week, the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) published an illustrative letter that provides samples of comments, which the SEC may issue to companies regarding...more

Hogan Lovells

SEC staff issues sample comments regarding climate change disclosure

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On September 22 the SEC’s Division of Corporation Finance published on its website a “Sample Letter to Companies Regarding Climate Change Disclosures,” which it characterizes as an “illustrative letter” presenting “sample...more

BCLP

Have You Updated Your Approach to MD&A?

BCLP on

The next Form 10-K filing for most companies will be their first filing required to comply with the revised Management’s Discussion and Analysis (Item 303 of Regulation S-K) requirements adopted by the SEC in November 2020....more

Akin Gump Strauss Hauer & Feld LLP

Commissioner Peirce Implores the SEC to Rethink ESG Metrics

In the wake of the Securities and Exchange Commission’s (SEC or “Commission”) recent request for comment on climate change disclosures and actions related to environmental, social and governance (ESG) matters, Commissioner...more

Jones Day

SEC to Review Climate-Related Disclosure: The Start of Things to Come

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On February 24, 2021, Securities and Exchange Commission ("SEC") Acting Chair Allison Herren Lee issued a Statement on the Review of Climate-Related Disclosure in which she directed the SEC's Division of Corporation Finance...more

Dorsey & Whitney LLP

Climate Change - Will the SEC Revamp Its Disclosure Requirements?

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Climate change, global warming and similar subjects are the daily grist of the news. The Washington Post reported recently, for example, that huge quantities of ice are melting at an alarming rate....more

Mintz - Securities & Capital Markets...

Preparation for 2020 Fiscal Year-End SEC Filings and 2021 Annual Shareholder Meetings

As our clients and friends know, each year Mintz provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange Commission...more

BCLP

Key Takeaways and Reminders for 2021 Form 10-K and Proxy Season

BCLP on

The new year is well underway, and calendar year filers are knee deep in Form 10-K and proxy planning and drafting. Highlighted below are some of the key issues and changes that companies should consider as they continue work...more

Cadwalader, Wickersham & Taft LLP

SEC Adopts Amendments to Management’s Discussion and Analysis and Other Financial Disclosures

On November 19, 2020, the Securities and Exchange Commission adopted final amendments to the disclosure rules affecting Management’s Discussion and Analysis (MD&A) and related financial disclosures....more

Parker Poe Adams & Bernstein LLP

SEC Continues to Modernize the Disclosure Regime

On November 19, the U.S. Securities and Exchange Commission (SEC) continued its ongoing efforts to streamline and enhance its disclosure regime by adopting amendments to Items 301, 302, and 303 of Regulation S-K. These...more

Mayer Brown Free Writings + Perspectives

2021 Proxy and Annual Report Season: Time to Prepare

Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter,...more

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