The following update highlights recent corporate governance hot topics and trends for directors of public companies.
Board Oversight of Mission-Critical Risks -
In June 2019, the Delaware Supreme Court allowed a Caremark...more
8/25/2019
/ Board of Directors ,
Caremark claim ,
Corporate Governance ,
DE Supreme Court ,
Disclosure Requirements ,
Diversity ,
Dodd-Frank ,
Duty of Loyalty ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Financial Reporting ,
Internal Controls ,
Oversight Duties ,
Popular ,
Regulation S-K ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation
The Securities and Exchange Commission (SEC) recently adopted rule amendments to modernize and simplify certain disclosure requirements in Regulation S-K and related SEC rules and forms under the Securities Act of 1933, as...more
5/2/2019
/ Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Incorporation by Reference ,
Look-Back Measurement Period ,
MD&A Statements ,
Regulation S-K ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
XBRL Filing Requirements
During 2018, the SEC issued rule updates and guidance that are intended to ease certain public reporting requirements and clarify the SEC’s position with respect to the shareholder proposal process. While the SEC is taking...more
12/13/2018
/ Board of Directors ,
CD&A ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Executive Compensation ,
No-Action Letters ,
Proxy Season ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Tax Reform
Known by many names, including business email compromise fraud, CEO or CFO fraud, impersonation attacks, or “Man-in-the-Email” scams, cyber-related frauds involving spoofed or otherwise compromised business electronic...more
10/26/2018
/ Business E-Mail Compromise (BEC) ,
Cyber Crimes ,
Cybersecurity ,
Data Breach ,
Enforcement Actions ,
Internal Controls ,
New Guidance ,
Policies and Procedures ,
Popular ,
Publicly-Traded Companies ,
Scams ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Spoofing
This week, the U.S. Securities and Exchange Commission (SEC) issued its first formal interpretative release on public company disclosure obligations relating to cybersecurity since the SEC Division of Corporation Finance’s...more
2/26/2018
/ Cyber Threats ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Insider Trading ,
Internal Communications ,
Interpretive Rule ,
Materiality ,
Policies and Procedures ,
Regulation FD ,
Securities and Exchange Commission (SEC)
In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more
12/13/2017
/ Audit Reports ,
Board of Directors ,
Broker-Dealer ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Form 10-K ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Rule 14a-8(i)(7) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
The Securities and Exchange Commission’s final rules requiring hyperlinking of exhibits to SEC filings will be effective for most public companies on September 1, 2017. This update summarizes the final rules, answers the top...more
8/22/2017
/ EDGAR ,
Filing Requirements ,
Final Rules ,
Foreign Private Issuers ,
Hyperlink ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-K ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
XBRL Filing Requirements
Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more
12/1/2016
/ Annual Meeting ,
C&DIs ,
CalPERS ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Form 10-K ,
Glass Lewis ,
Golden Leash Arrangements ,
Institutional Shareholder Services (ISS) ,
Iran ,
Joint Comprehensive Plan of Action (JCPOA) ,
Non-GAAP Financial Measures ,
Pay Ratio ,
PCAOB ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Regulation G ,
Regulation S-K ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Universal Proxy Cards
The SEC, by a two-to-one vote on October 26, 2016, proposed amendments to its proxy rules to require universal proxy cards in contested director elections at annual meetings of listed U.S. public companies. If adopted, the...more
Continuing the SEC’s recent focus on companies’ use of non-GAAP financial measures, the staff of the SEC Division of Corporation Finance issued updated guidance on May 17, 2016 that addresses compliance issues under...more
On February 10, 2015, Keith Higgins, Director of the SEC Division of Corporation Finance, provided his informal views (available here) on the Division’s controversial decision to “express no views” on the application of...more