In a watershed moment for green and sustainability-linked bonds, on November 30, 2023, the Regulation on European Green Bonds ("EuGB Regulation") was published in the Official Journal of the European Union ("EU")....more
In Short -
The Background: On October 10, 2023, the U.S. Securities and Exchange Commission (the "SEC") adopted amendments to the rules that govern beneficial ownership reporting for investors, marking the first update to...more
10/18/2023
/ Beneficial Owner ,
Business Ownership ,
Financial Markets ,
Internal Reporting ,
Investment Adviser ,
Investors ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shareholders
In Short -
The Situation: On July 26, 2023, the U.S. Securities and Exchange Commission ("SEC") adopted final rules that significantly alter cybersecurity disclosure obligations for companies. The SEC's final rules adopt...more
8/2/2023
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On May 3, 2023, the Securities and Exchange Commission adopted final rules regarding public company issuers' share repurchases and Rule 10b5-1 trading plans. Although the final rules are not as burdensome as the proposed...more
In Short -
The Situation: On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted final rules that significantly alter the ways in which directors and officers adopt and utilize Rule 10b5-1 plans and...more
IN SHORT -
The Situation: The Securities and Exchange Commission ("SEC") adopted amendments that will mandate the electronic submission of certain documents, including Form 144, the form filed by insiders in connection...more
For many companies, summer is the time when they prepare and publish Sustainability Reports, which report on efforts with respect to environmental, social, and governance initiatives. Other companies may have already...more
7/1/2022
/ Business Strategies ,
Capital Investments ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenwashing ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Sustainability
As discussed in Jones Day's March 2022 Alert, the SEC has proposed climate-related disclosure rules. If adopted as proposed, the Proposed Rules would depart from the SEC's historical regulation of SEC-reporting FPIs, which...more
7/1/2022
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Foreign Private Issuers ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Task Force on Climate-related Financial Disclosures (TCFD)
We believe our proposed changes support all market participants' common objectives of investor protection and fair and efficient capital markets.
...more
6/20/2022
/ Capital Markets ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investment ,
Investor Protection ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
As part of the SEC's broader rulemaking initiative, on March 9, 2022, the SEC proposed amendments to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by...more
3/14/2022
/ Corporate Governance ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Foreign Private Issuers ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Delaware Court of Chancery's application of the "entire fairness" standard in In re MultiPlan Stockholders Litigation is an important development for SPACs incorporated in Delaware, and it could result in more...more
The Board Diversity Proposal generally requires each Nasdaq-listed company "to have, or explain why it does not have, at least two members of its board of directors who are Diverse," defined as at least one director who...more
8/16/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
The Securities and Exchange Commission ("SEC") charges a special purpose acquisition company ("SPAC"), its CEO, and sponsor, as well as the merger acquisition target, with securities law violations, resulting in significant...more
Chairman Gensler's comments indicate that new, additional requirements for 10b5-1 plans are likely to be coming.
In prepared comments made at The Wall Street Journal's CFO Network event on June 7, 2021, SEC Chairman Gary...more
The Situation: Given the negative impact that sustainability-related risks can have on investment returns, investors, banks, and borrowers alike are increasingly focusing on environmental, social, and governance ("ESG")...more
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
The Situation: In August 2020, the Division of Trading and Markets ("Division") of the U.S. Securities and Exchange Commission ("SEC") approved proposed rule changes by the New York Stock Exchange ("NYSE") to permit primary...more
The Situation: In response in part to the COVID-19 pandemic, the Delaware legislature amended the Delaware General Corporation Law to address emergency bylaws and related powers exercised by a corporation's board of...more
8/17/2020
/ Board of Directors ,
Bylaws ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Delaware General Corporation Law ,
Directors ,
Emergency Management Plans ,
Emergency Powers ,
Indemnification ,
New Amendments ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings
The current proposal, which was submitted by the NYSE on June 22, 2020, would, like the prior proposal, allow a private company seeking to raise capital through a direct listing to satisfy the NYSE's market value requirement...more
On May 21, 2020, the Securities and Exchange Commission ("SEC") adopted amendments to its financial disclosure requirements related to acquisitions and dispositions. These amendments streamline and eliminate immaterial...more
With the global spread of the coronavirus (COVID-19) pandemic and the lockdown measures imposed by governments across the world, international capital markets participants are looking for financings to address the social and...more
The ongoing COVID-19 pandemic has resulted in unprecedented and rapidly evolving disruptions to public companies’ businesses, financial condition, and results of operations, as well as broad-based economic dislocation and...more
The Situation: As part of the U.S. Securities and Exchange Commission's ("SEC") continued focus on reforming the proxy process, the SEC proposed new amendments to modernize the shareholder proposal rule, Rule 14a-8 of the...more
12/3/2019
/ Corporate Governance ,
Investment Adviser ,
Proposed Amendments ,
Proposed Rules ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
The Situation: In an effort to update the rules to improve disclosures for investors and to simplify compliance efforts for registrants, the U.S. Securities and Exchange Commission ("SEC") has proposed amendments to modernize...more
The Situation: The U.S. Securities and Exchange Commission ("SEC") proposed amendments to the definitions of "accelerated filer" and "large accelerated filer" under the Securities Exchange Act of 1934.
The Result: The...more