In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
1/19/2024
/ Amended Forms ,
Board of Directors ,
Clawbacks ,
Corporate Governance ,
Corporate Officers ,
Cybersecurity ,
Disclosure Requirements ,
Filing Deadlines ,
Form 10-K ,
Form 10-Q ,
Insider Trading ,
Nasdaq ,
New Guidance ,
NYSE ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Required Forms ,
Risk Assessment ,
Securities and Exchange Commission (SEC)
On December 14, 2022, the Securities and Exchange Commission (SEC) unanimously voted to adopt amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act), adding new conditions to the availability of...more
Please join us for a Public Companies Update.
During this webinar, we will equip you for the 2022 Form 10-K and proxy season through an interactive discussion of key updates to securities laws and regulations, corporate...more
On November 17, 2020, the Securities and Exchange Commission (SEC) adopted rule amendments to permit immediately and post-pandemic the use of electronic signatures on documents filed with or furnished to the SEC. The...more
Continuing its ongoing effort to modernize and simplify disclosure obligations applicable to public companies, the Securities and Exchange Commission (SEC) recently adopted amendments to certain requirements set forth in...more
Throughout the coronavirus (COVID-19) pandemic, the Securities and Exchange Commission (SEC) has continued to provide both substantive guidance and logistical relief to public companies as they navigate these unprecedented...more
In an attempt to improve the financial information presented to investors in connection with many M&A transactions, the United States Securities and Exchange Commission (the “SEC”) recently adopted highly anticipated...more
The Bureau of Economic Analysis (BEA) conducts various surveys of U.S. multinational companies and U.S. affiliates of foreign enterprises to generate statistical information regarding the global business activities of U.S....more
Reacting to the current market uncertainty and volatility caused by the coronavirus (COVID-19) pandemic, the New York Stock Exchange (NYSE) and the Nasdaq Stock Market, LLC (Nasdaq) have implemented several temporary rule...more
We have previously issued a number of alerts regarding the impact of the coronavirus (COVID-19) pandemic on public companies, including ones regarding issues related to annual meetings and periodic and ongoing disclosure...more
As we move into the heart of proxy season, Glass Lewis and Institutional Shareholder Services (ISS) have issued and updated guidance as to how they will adjust their voting policies to account for actions taken by public...more
As discussed in our previous alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, on March 13, 2020, the Staff of the Division of Corporation Finance of the Securities and Exchange...more
As discussed in our previous alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, on March 13, 2020, the Staff of the Division of Corporation Finance of the Securities and Exchange...more
In our previous alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, we discussed some of the practical steps that public companies can take to hold annual meetings in light of the...more
Since our previous Public Companies alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, regulators and issuers have taken unprecedented actions to address the impact of the...more
Coronavirus (COVID-19) is having an unprecedented impact on the world’s economy, including historic stock market declines, a virtual standstill in business and leisure travel, closures of schools and businesses and a focus on...more
During the past year, the Securities and Exchange Commission (SEC) adopted a number of amendments to its rules and regulations and issued additional guidance that will impact the Form 10-Ks and proxy statements that public...more
1/30/2020
/ Audit Committee ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
Disclosure Requirements ,
EDGAR ,
Executive Compensation ,
Form 10-K ,
Libor ,
MD&A Statements ,
New Guidance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
UK Brexit ,
XBRL Filing Requirements
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), the two leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more
1/8/2020
/ Board of Directors ,
Corporate Governance ,
Executive Compensation ,
Forum Selection ,
Gender Equity ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Voting Guidelines ,
Say-on-Pay ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholder Rights ,
Stock Repurchases
On July 11, 2019, the Public Company Accounting Oversight Board (PCAOB) issued two companion pieces providing “insights” into the PCAOB’s requirements for the presentation of critical audit matters (CAMs) in the auditor’s...more
On June 12, 2019, the Securities and Exchange Commission (SEC) published a notice that Nasdaq is proposing to amend its definition of "family member" (as defined in Nasdaq Listing Rule 5605(a)(2), which sets forth the...more
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more
On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release to assist public companies in complying with the SEC’s pay ratio rule. The SEC’s interpretive release emphasized the...more
10/9/2017
/ CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Item 402 ,
Median Employee ,
Pay Ratio ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Statistical Sampling
Effective July 10, 2017, the U.S. Securities and Exchange Commission will review draft registration statements for initial public offerings and follow-on offerings within the first year of initial registration on a nonpublic...more
On March 1, 2017, the Securities and Exchange Commission (SEC) took a number of actions that will impact the filings that public companies make on EDGAR:
..Exhibit Hyperlinks: The SEC adopted final rules that require...more
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more