On September 27, 2024, the Securities and Exchange Commission (SEC) approved a new filer access and account management system called EDGAR Next, via significant amendments to Rules 10 and 11 of Regulation S-T, along with...more
On February 11, 2025, the Securities and Exchange Commission Division of Corporate Finance (Corp Fin) posted two Compliance and Disclosure Interpretations (C&DIs): revised Question 103.11 and new Question 103.12 related to a...more
On September 27, 2024, the Securities and Exchange Commission (SEC) approved significant amendments to Rules 10 and 11 of Regulation S-T, along with updates to Form ID and the EDGAR Filer Manual. Collectively referred to as...more
Beginning with quarters ending on or after October 1, 2023, most US-listed issuers will be required to make more extensive disclosures on their share repurchase programs and insider transactions proximate to a program’s...more
9/21/2023
/ Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Final Rules ,
Form 10-K ,
Form 10-Q ,
Form 20-F ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Smaller Reporting Companies ,
Stock Repurchases ,
XBRL Filing Requirements
On July 26, 2023, the Securities and Exchange Commission adopted new rules imposing disclosure requirements regarding cybersecurity risk management, strategy, governance and incidents. The new rules, which became effective...more
9/8/2023
/ Annual Reports ,
Canada ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Cybersecurity Information Sharing Act (CISA) ,
Disclosure Requirements ,
EDGAR ,
Foreign Private Issuers ,
Form 10-K ,
Form 10-Q ,
Form 20-F ,
Form 8-K ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
NYSE, NYSE American and Nasdaq have postponed the effective date of the proposed clawback listing standards, so they would take effect on October 2, 2023, and issuers would be required to adopt compliant clawback policies by...more
Earlier this year, in connection with final rulemaking by the Securities and Exchange Commission (the “SEC”), Nasdaq, NYSE and NYSE American proposed listing standards requiring that listed issuers adopt clawback policies to...more
Most reporting companies are required to provide pay versus performance disclosure in their 2023 proxy statements as a result of rules finalized by the Securities and Exchange Commission in September 2022....more
The Securities and Exchange Commission (the “SEC”) has adopted final rules requiring additional disclosures on the relationship between executive compensation and financial performance. SEC disclosure counsel should...more
9/14/2022
/ CD&A ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
New Rules ,
Pay Ratio ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
On June 3, 2022, the Securities and Exchange Commission mandated the electronic filing or submission of certain documents that reporting companies currently may provide as paper filings, by adopting amendments to Regulation...more
As expected, the SEC has adopted final rules requiring the use of universal proxy cards in shareholder meetings involving non-exempt contested director elections held after August 31, 2022. In addition, certain amendments...more
11/18/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Nominee Directors ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Votes ,
Shareholders
The SEC’s Division of Corporation Finance has issued a sample comment letter, and sent actual comment letters to a series of public companies, asking for additional Form 10-K disclosure on topics addressed in the SEC’s 2010...more
10/13/2021
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
FASB ,
Form 10-K ,
Publicly-Traded Companies ,
Risk Management ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC)
For those public companies soon to be receiving shareholder proposals for their upcoming annual shareholder meetings, please keep in mind that in September 2020, the SEC adopted amendments to Rule 14a-8. These amendments...more
On August 6, 2021, the Securities Exchange Commission (the “SEC”) approved Nasdaq Rules 5605(f) and 5606 on board diversity, which are the first of their kind to be implemented on a national scale in the United States. They...more
8/16/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Gender Equity ,
LGBTQ ,
Listing Rules ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Last November, the SEC finalized certain amendments that would eliminate selected financial data, two years of supplementary financial information, and MD&A provisions for the contractual obligations table and off-balance...more
Companies that count State Street Global Advisors as an investor should review its CEO Cyrus Taraporevala’s just-released annual letter on its proxy voting agenda, which has significant updates on voting policies with regard...more
1/12/2021
/ Board of Directors ,
Corporate Governance ,
Diversity ,
EEO-1 ,
Environmental Social & Governance (ESG) ,
Nasdaq ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
SASB ,
Task Force on Climate-related Financial Disclosures (TCFD)
On December 1, 2020, Nasdaq submitted a proposal to the SEC seeking approval of new listing requirements for board diversity. The stated goal of the proposal is to provide stakeholders with a better understanding of a...more
12/3/2020
/ Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Proposed Rules ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
In response to commonly asked questions, the SEC staff has released three FAQs related to amendments to the business description, legal proceedings and risk factor disclosure requirements in Regulation S-K Items 101, 103,...more
11/10/2020
/ Amended Regulation ,
Business Development ,
Disclosure Requirements ,
Form 10-K ,
Form S-3 ,
Prospectus ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-K ,
Risk Assessment ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Earlier this year, the Securities and Exchange Commission updated its requirements to provide financial information about acquisitions and dispositions of businesses and real estate operations, the first time that these...more
Corporate secretaries of public companies will soon be updating their D&O questionnaires for the 2021 proxy season, and they should consider whether to include a question that allows directors to self-identify as diverse....more
Companies have offered benefits to employees, including executive officers, to enable them to continue their work and otherwise to make their lives easier during the COVID-19 pandemic. Now the SEC has released additional...more
9/23/2020
/ Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Guidance Update ,
Perks ,
Personal Benefit ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission (the “SEC”) has adopted amendments to Regulation S-K to update the description of business (Item 101), legal proceedings (Item 103), and risk factors (Item 105) that public companies are...more
The Securities and Exchange Commission continues to encourage public companies to provide disclosures that allow investors to evaluate the current and expected impact of COVID-19 through the eyes of management and to...more
In light of the COVID-19 pandemic, SEC Chair Clayton and Director William Hinman have issued a joint statement urging public companies to provide as much information as is practicable regarding their current financial and...more
In light of the COVID-19 pandemic, SEC Chair Clayton and Director William Hinman have issued a joint statement urging public companies to provide as much information as is practicable regarding their current financial and...more