Cam Hoang at Dorsey & Whitney LLP

Prepare to Comply with SEC’s Share Repurchase Disclosure Rules

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

New SEC Cybersecurity Rules Require Mandatory Disclosure

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

SEC’s Prescribed Clawback Policy - Effective Date Postponed and Approved by SEC!

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

6/13/2023 / Clawbacks , Effective Date , Executive Compensation , Incentive Compensation , Listing Standards , Nasdaq , NYSE , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

FAQs on the SEC's Prescribed Clawback Policy

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

6/2/2023 / Clawbacks , Disclosure Requirements , Executive Compensation , Incentive Based Contracts , Incentive Compensation , Listing Standards , Securities and Exchange Commission (SEC)

Additional SEC Guidance on Pay versus Performance Disclosure for 2023 Proxy Season

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

2/16/2023 / Corporate Governance , Disclosure Requirements , Executive Compensation , New Guidance , Pay-for-Performance , Performance Standards , Proxy Season , Publicly-Traded Companies , Regulation S-K , Securities and Exchange Commission (SEC)

SEC Adopts Mandatory Pay-versus-Performance Disclosure for 2023 Proxy Statements

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)

SEC Requires Electronic Submission of “Glossy” Annual Reports

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

6/15/2022 / Annual Reports , Compliance Dates , EDGAR , Electronic Filing , Filing Requirements , Publicly-Traded Companies , Regulation S-T , Securities and Exchange Commission (SEC) , XBRL Filing Requirements

SEC Requires Universal Proxy Cards for Contested Director Elections, Amends Other Proxy Disclosure Requirements for All Director...

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

Governance and Disclosure Considerations from the SEC’s Climate Change Comment Letters

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)

Reminder of the SEC's Shareholder Proposal Amendments Effective for 2022 Annual Meetings

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

9/20/2021 / Amended Regulation , Annual Meeting , Corporate Governance , Publicly-Traded Companies , Rule 14a-8 , Securities and Exchange Commission (SEC) , Shareholder Proposals , Shareholders

SEC Approves Nasdaq Board Diversity Listing Rules

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

Early Compliance with MD&A Amendments Possible for Upcoming 10-Ks

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

1/15/2021 / Corporate Governance , Disclosure Requirements , Financial Statements , Form 10-K , MD&A Statements , Regulation S-K , Securities and Exchange Commission (SEC)

State Street Calls for Board and Workforce Diversity Data

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)

It’s Really Time to Talk Diversity in D and O Questionnaires (with Updated Sample Question and Summary of Nasdaq’s Proposed Rules)

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

SEC Staff Releases FAQs on Regulation S-K Amendments

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

REIT Alert: SEC Updates Financial Disclosures about Acquisitions and Dispositions of Businesses, Including Real Estate Operations

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

10/20/2020 / Acquisitions , Disclosure Requirements , Financial Reporting , Form 8-K , Real Estate Investments , Regulation S-X , REIT , Sale of Assets , Securities and Exchange Commission (SEC)

It’s Time to Talk Diversity in D and O Questionnaires (with Sample Question)

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

10/5/2020 / Board of Directors , Census , Disclosure Requirements , Diversity , EEO , Gender Equity , Proxy Statements , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

What Counts as a “Perk” During the COVID-19 Pandemic?

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)

SEC Updates Requirements for Business, Legal Proceedings and Risk Factor Disclosures

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

9/8/2020 / Amended Regulation , Disclosure Requirements , Regulation S-K , Risk Factors , Securities and Exchange Commission (SEC)

SEC Supplements COVID-19 Disclosure Guidance Ahead of Second Quarter Reports

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

7/14/2020 / CARES Act , Coronavirus/COVID-19 , Corporate Governance , GAAP , Guidance Update , MD&A Statements , Publicly-Traded Companies , Quarterly Report , Securities and Exchange Commission (SEC)

Some Thoughts on Preparing Forward-Looking Statements During the COVID-10 Pandemic

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

4/15/2020 / Coronavirus/COVID-19 , Corporate Governance , Disclosure Requirements , Financial Statements , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

SEC Expects that Upcoming Earnings Reports and Related Investor and Analyst Calls Will Not be Routine, Should Be Forward-Looking