Last week, the SEC publicly announced a settled enforcement case against Keurig Dr. Pepper. The case focused on the company’s disclosure in its annual reports on Form 10-K on whether its K-Cup pods could (or would) be...more
Version 2.0 following publication of the U.S. Securities and Exchange Commission (“SEC”) Climate-Related Disclosure Rules -
A wave of new legislation and regulation in the U.S. and Europe has the potential to significantly...more
Version 2.0 following publication of the U.S. Securities and Exchange Commission (“SEC”) Climate-Related Disclosure Rules -
A wave of new legislation and regulation in the U.S. and Europe has the potential to...more
3/21/2024
/ Capital Markets ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Multiple legal challenges have already been launched against the SEC’s new climate change disclosure rules. Plaintiffs include Attorneys General from several states, a large business trade organization and a private energy...more
3/19/2024
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Greenhouse Gas Emissions ,
Multidistrict Litigation ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stays
A wave of new legislation and regulation in the U.S. and Europe has the potential to significantly impact the non-financial reporting obligations of U.S. companies. With the myriad of requirements overlaid with varying...more
2/9/2024
/ California ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
EU ,
Non-Financial Firms ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Transparency Directive ,
UK ,
UK Regulatory Reforms
On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions. The new rules will become effective 125 days after...more
1/26/2024
/ Capital Markets ,
Conflicts of Interest ,
Dilution ,
Disclosure Requirements ,
Enforcement Actions ,
Executive Compensation ,
New Rules ,
PSLRA ,
Publicly-Traded Companies ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company
In a 500-page release, the SEC has proposed significant new public company climate change disclosure requirements for both domestic companies and foreign private issuers, including the actual and potential impacts of climate...more
3/25/2022
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Public Comment ,
Publicly-Traded Companies ,
Registration Statement ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Public companies should expect more environmental, social and governance-related disclosure requirements, focusing initially on climate risk. An element of President-elect Joe Biden's platform has been "[r]equiring public...more
On December 22, 2020, the staff of the Securities and Exchange Commission's Division of Corporation Finance issued new guidance with disclosure considerations for special purpose acquisition companies ("SPACs"). The new...more
On December 1, 2020, Nasdaq proposed new listing rules that, if approved by the SEC following a public comment period, would require Nasdaq-listed companies either to have, or explain why they do not have, at least two...more
12/7/2020
/ Board of Directors ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
LGBTQ ,
Listing Rules ,
Nasdaq ,
Proposed Rules ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On November 2, 2020, the Securities and Exchange Commission adopted amendments to facilitate the use of private, or “exempt,” offerings. The changes will impact offerings structured pursuant to Section 4(a)(2), Regulation D...more
11/12/2020
/ Accredited Investors ,
Anti-Fraud Provisions ,
Capital Formation ,
Capital Markets ,
Capital Raising ,
General Solicitation ,
New Rules ,
Publicly-Traded Companies ,
Registration Requirement ,
Regulation A ,
Regulation D ,
Regulation S ,
Rule 152 ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Startups
On August 26, 2020, the Securities and Exchange Commission adopted amendments to Regulation S-K that simplify and modernize the disclosure requirements relating to description of business, legal proceedings, and risk factors,...more
9/3/2020
/ Amended Rules ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Foreign Private Issuers ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-K ,
Risk Factors ,
SASB ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On July 10, 2020, the Securities and Exchange Commission (“SEC”) proposed significantly increasing the reporting threshold requiring the filing of a Form 13F to $3.5 billion, a 35-fold increase from the current threshold....more
7/14/2020
/ Comment Period ,
Corporate Governance ,
De Minimis Claims ,
FOIA ,
Food Marketing Institute v Argus Leader Media ,
Form 13F ,
Investment Adviser ,
Proposed Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Threshold Requirements
On May 14, 2020, the New York Stock Exchange (the "NYSE") adopted a temporary rule waiving until June 30, 2020 additional key shareholder approval requirements for certain private investments in public equity ("PIPE") and...more
Recent market conditions and volatility due to the COVID-19 pandemic have produced an environment in which traditional securities offerings may prove challenging for public companies. At the same time, the global economic...more
SEC Approves Temporary Waiver of NYSE Shareholder Approval Rules to Provide Companies Additional Flexibility to Raise PIPE Financing -
On April 6, 2020, the Securities and Exchange Commission (the “SEC”) announced the...more
On March 25, 2020, the U.S. Securities and Exchange Commission ("SEC" or "Commission") announced an Order to provide further extensions for public company filing deadlines due to the COVID-19 pandemic. This Order supersedes...more
As the COVID-19 virus disrupts businesses, public companies face both operational and compliance challenges as public disclosure has become a more complex and evolving task. Companies with calendar year-ends are beginning to...more
Exemptive Relief -
The Securities and Exchange Commission (SEC) has issued an order (Order) providing temporary exemptive relief to public companies that are unable to meet filing deadlines due to circumstances related to...more
On January 30, 2020, the Securities and Exchange Commission ("SEC" or "Commission") published interpretive guidance (the "Guidance") that companies should consider when disclosing key performance indicators ("KPIs") and other...more
On August 21, 2019, the Securities and Exchange Commission issued two interpretive releases involving proxy voting and proxy voting advice. In the first release, the SEC provided guidance regarding the responsibilities of...more
9/12/2019
/ Anti-Fraud Provisions ,
Corporate Governance ,
Fiduciary Duty ,
Investment Adviser ,
Investment Management ,
Popular ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
On July 24, 2019, the Securities and Exchange Commission (the "SEC") announced charges against Facebook Inc. ("Facebook") for making misleading statements and risk factor disclosures regarding the misuse of Facebook user data...more
7/30/2019
/ Cambridge Analytica ,
Corporate Misconduct ,
Cybersecurity ,
Derivative Suit ,
Facebook ,
Material Misstatements ,
Permanent Injunctions ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On February 13, 2018, Nasdaq proposed amendments to Listing Rule 5635(d), which currently requires shareholder approval when a company issues common stock (or securities convertible into or exercisable for common stock) for...more
The SEC recently released an order approving new Nasdaq listing standard 5250(b)(3), which will require a public issuer to disclose cash and non-cash remuneration (e.g., health insurance, indemnification) that a third party...more