President Biden signed an Executive Order regarding artificial intelligence (“AI”) on October 30, 2023 (the “Order”). The Order touts the importance of responsible development and use of AI and calls for collaboration between...more
On October 8, 2023, California Governor Gavin Newsom signed Senate Bill 54 (“SB 54”) into law, which attempts to increase diversity, equity, and inclusion amongst venture capital (“VC”) investments. The law is the first...more
During the third quarter of 2022, the SEC amended rules governing proxy voting advice, proposed amendments to shareholder proposal regulation, and adopted its long-awaited final pay versus performance disclosure rules (a...more
10/5/2022
/ Amended Rules ,
Capital Markets ,
Corporate Governance ,
Exclusions ,
New Rules ,
Proposed Rules ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
At long last, on August 25, 2022, the Securities and Exchange Commission adopted the pay versus performance disclosure requirements directed by the Dodd-Frank Act over twelve years ago. The surprise rulemaking action is...more
After proposing an unprecedented volume of rules in the first quarter of 2022 related to ESG, cybersecurity risk management, insider trading, and issuer repurchases, among other rules, the Securities and Exchange Commission...more
7/8/2022
/ Clawbacks ,
Confidentiality Agreements ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Electronic Filing ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Whistleblower Protection Policies
On May 2, 2022 the SEC’s Division of Corporation Finance issued a sample comment letter addressing disclosures companies should consider regarding Russia’s invasion of Ukraine. The SEC Staff believes companies should provide...more
5/9/2022
/ Currency Exchange ,
Disclosure Requirements ,
Economic Sanctions ,
Export Controls ,
Financial Transactions ,
Foreign Policy ,
Military Conflict ,
New Guidance ,
Russia ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Ukraine
During the first quarter of 2022, the Securities and Exchange Commission issued a flurry of proposed new rules and rule amendments. While the proposed rules on the enhancement and standardization of climate-related...more
4/8/2022
/ Beneficial Owner ,
Disclosure Requirements ,
New Amendments ,
New Regulations ,
Pay-for-Performance ,
Private Funds ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
On March 21, 2022, the Securities and Exchange Commission (“SEC”) at a virtual open meeting proposed rules to expand and standardize issuers’ climate-related disclosures. The proposed rules would utilize mandatory,...more
3/23/2022
/ Annual Reports ,
Climate Change ,
Comment Period ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 9, 2022, the Securities and Exchange Commission (“SEC”) proposed amendments to rules to expand and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by...more
3/23/2022
/ Comment Period ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Form 8-K ,
Incident Response Plans ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Ohio Revised Limited Liability Company Act (“LLC Act”) took effect on February 11, 2022, and now governs all limited liability companies formed under Ohio law. The LLC Act replaced Chapter 1705 of the Ohio Revised Code...more
BUSY FOURTH QUARTER FOR SEC STAFF -
During the fourth quarter of 2021, the Securities and Exchange Commission reopened the comment period for its controversial compensation clawback rule that it initially proposed in 2015...more
1/25/2022
/ Benchmarks ,
Clawbacks ,
Comment Period ,
Electronic Filing ,
Institutional Shareholder Services (ISS) ,
No-Action Requests ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In a move we expect will pave the road for an increase in proxy contests, on November 17, 2021, the Securities and Exchange Commission adopted new Rule 14a-19 and amendments to existing rules under the Securities Exchange Act...more
11/19/2021
/ Board of Directors ,
Comment Period ,
Corporate Governance ,
Directors ,
Disclosure Requirements ,
New Regulations ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Public Comment ,
Publicly-Traded Companies ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Chair Gensler warned us back on June 7, 2021 regarding his concerns with insider use of Rule 10b5-1 trading plans: “In my view, these plans have led to real cracks in our insider trading regime.”...more
On September 22, 2021, the Commission’s Division of Corporation Finance published a sample letter to companies regarding climate change disclosure. The letter contains sample comments that the Division may issue to companies...more
9/28/2021
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Division of Corporate Finance ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Supervisory Guidance