On June 30, 2022, the U.S. Supreme Court decided West Virginia et al. v. Environmental Protection Agency, holding that the EPA lacks authority under Section 7411(d) of the Clean Air Act to limit greenhouse gas emissions from...more
7/8/2022
/ Air Pollution ,
Clean Air Act ,
Clean Power Plan ,
Climate Change ,
Digital Assets ,
Discharge of Pollutants ,
Disclosure Requirements ,
Environmental Policies ,
Environmental Protection Agency (EPA) ,
Greenhouse Gas Emissions ,
Power Plants ,
Regulatory Authority ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
West Virginia v EPA
The US Securities and Exchange Commission (SEC) rulemaking process has received much attention under Chair Gensler’s leadership not only because of the volume and substance of proposed rules, but also because of the...more
5/9/2022
/ Climate Change ,
Comment Period ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Private Funds ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation ATS ,
Regulatory Agenda ,
Regulatory Reform ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On April 28, 2022, the U.S. Securities and Exchange Commission (SEC) charged Vale S.A. (Vale), a publicly traded Brazilian mining company and one of the world’s largest iron ore producers, with making false and misleading...more
5/4/2022
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
False Statements ,
Intent to Defraud ,
Investment Fraud ,
Mining ,
Misleading Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
In its 2022 Examination Priorities, issued on March 30, 2022, the Division of Examinations (“Division”) of the United States Securities and Exchange Commission (“SEC” or “Commission”) uses the term “greenwashing” for the...more
Background -
On March 21, 2022, the U.S. Securities and Exchange Commission (SEC) voted 3:1, with only Commissioner Hester Peirce dissenting, to propose long-awaited rules that, if adopted, would require extensive reporting...more
3/23/2022
/ Annual Reports ,
Climate Change ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Background -
On March 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) released proposed amendments (the “Proposed Amendments”) aimed at enhancing and standardizing disclosure relating to cybersecurity...more
3/15/2022
/ Business Development Companies ,
Comment Period ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Disclosure Requirements ,
Foreign Private Issuers ,
Form 8-K ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 9, 2022, the US Securities and Exchange Commission (SEC) voted 3-1 to propose new rules and amendments under the Securities Exchange Act of 1934 that would constitute the SEC’s first attempt to adopt specific rules...more
3/11/2022
/ Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Disclosure Requirements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
On January 27, 2022, the US Securities and Exchange Commission (SEC) voted to reopen the comment period on the pay versus performance rule that it proposed in 2015 (2015 Proposal). The proposed rule being contemplated would...more
The US Securities and Exchange Commission (SEC) adopted final amendments to its rules on December 2, 2021 to implement the requirements in the Holding Foreign Companies Accountable Act of 2020. ...more
Once again, it is time to prepare for the proxy and annual report season. There are many issues to take into consideration when crafting required regulatory disclosures in a manner that conveys effective messaging to the...more
9/27/2021
/ Annual Reports ,
Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities Regulation ,
Shareholder Meetings
The Securities and Exchange Commission’s Division of Corporation Finance (Division) published a sample letter with comments that the Staff intends to issue to public companies regarding their climate change disclosures—or...more
On June 21, 2021, US financial regulators met with US President Joe Biden to discuss the US economy and update him on their efforts to address climate-related risks. According to the White House readout of the meeting, the...more
6/22/2021
/ Biden Administration ,
CCAA ,
Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Forced Labor ,
Greenhouse Gas Emissions ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC)
On March 24, 2021, the US Securities and Exchange Commission (SEC) adopted interim final rules to implement portions of the Holding Foreign Companies Accountable Act (the HFCA Act), which was signed into law by President...more
In another step toward the integration of climate factors into the US corporate disclosure landscape, Acting Chair of the US Securities and Exchange Commission (SEC), Allison Herren Lee, issued a request for public input on...more
On February 24, 2021, Acting Chair of the US Securities and Exchange Commission (SEC), Allison Herren Lee, announced that the agency will be focusing on public companies’ climate change disclosures as part of an effort to...more
On December 18, 2020, President Trump signed the Holding Foreign Companies Accountable Act (HFCAA) into law. Later that day, US Securities and Exchange Commission (SEC) Chairman Jay Clayton published a statement providing an...more
On December 16, 2020, the US Securities and Exchange Commission (SEC), by a 3-2 vote, adopted final rules requiring annual disclosure on Form SD of payments by SEC reporting companies engaged in the commercial development of...more
Foreign public companies listed in the United States may soon face delisting if their auditors cannot comply with US investor protection laws. On December 2, 2020, the US House of Representatives passed by voice vote the...more
12/9/2020
/ Audits ,
Disclosure Requirements ,
Foreign Corporations ,
Inspection Rights ,
Investor Protection ,
Legislative Agendas ,
Listing Rules ,
PCAOB ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)
On November 24, 2020, the US Securities and Exchange Commission (SEC) proposed for comment amendments to Rule 701 under the Securities Act of 1933, which is the exemption from the registration requirements relied upon most...more
The US Securities and Exchange Commission (SEC) Division of Corporation Finance published CF Disclosure Topic No. 10 (the disclosure topic) on November 23, 2020. The disclosure topic provides guidance to China-based Issuers:...more
On November 19, 2020, the US Securities and Exchange Commission (SEC) continued its recent efforts to modernize and simplify certain financial disclosure requirements in Regulation S-K by amending Item 303 of Regulation S-K...more