The U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity rules. Consequently, Nasdaq-listed companies are no longer required to satisfy Nasdaq’s “comply or explain” director...more
SEC officials have declared artificial intelligence (“AI”) “the most transformative technology of our times” while cautioning that “if a public company is using AI, that company has to be honest about the role AI plays in its...more
The 2024 CDP questionnaire has a significantly revised scope and structure, including an integrated questionnaire addressing climate, forests, water security, biodiversity and plastics. The 2024 CDP questionnaire will...more
The SEC has finalized its long-awaited climate-related disclosure rules. The final rules are consistent with what we believe institutional investors were looking for with respect to climate-related risk oversight and have...more
The SEC announced that it will consider whether to adopt its final rule for the Enhancement and Standardization of Climate-Related Disclosures for Investors at an open meeting scheduled for March 6, 2024. While uncertainty...more
On October 7, 2023, California Governor Gavin Newsom signed the most comprehensive corporate climate disclosure laws in the United States to date. The three new laws—Senate Bill 253 (SB 253), Senate Bill 261 (SB 261), and...more
The SEC has finalized rules requiring public companies to disclose information about cybersecurity incidents, risk management, strategy and governance. This guide to help public companies comply with SEC rules covers...more
The SEC has scheduled an open meeting on Wednesday to decide on the adoption of eagerly anticipated cybersecurity incident and governance reporting rules. If the agency adopts rules that align with what it proposed last year,...more
The SEC recently introduced “Insider Trading Arrangements and Related Disclosure” rules that mandate disclosure of Rule 10b5-1 trading arrangement utilization by directors and officers, as well as insider trading policy and...more
Companies listed on the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) have until December 1 to adopt compliant clawback policies now that the SEC has approved listing standards the exchanges proposed. The...more
The SEC has adopted final share repurchase disclosure rules requiring public companies to provide more detailed disclosures about their share repurchases and to tag those disclosures in Inline XBRL. Below are the key...more
This week the Securities and Exchange Commission (SEC) extended its deadline for when the SEC must take action on the proposed listing standards to implement the executive compensation recovery rules (the Clawback Rules) to...more
Last year the Securities and Exchange Commission (SEC) adopted long-awaited executive compensation recovery rules (the Clawback Rules). Those Clawback Rules instructed national securities exchanges (such as NYSE and Nasdaq)...more
Companies should make sure they are considering emerging practices for disclosing environmental-, social-, and governance- (“ESG”) related risk factors, as these disclosures are now a common practice. Based on our review of...more
During 2022 the SEC issued at least 36 comment letters requesting expanded discussion about the board’s role in risk oversight. We summarize below the basic requirements of this disclosure and the most common new elements...more
During an open meeting held December 14, 2022, the SEC voted unanimously in favor of adopting changes to the rules governing insider trading defenses, including amendments to Rule 10b5-1 under the Securities Exchange Act of...more
On November 17, 2021, the Securities and Exchange Commission (SEC) adopted rule and form amendments to the proxy rules, requiring the use of a “universal proxy card” in director election contests, and imposed new voting...more
On October 26, 2022, the Securities and Exchange Commission (“SEC”) adopted final rules, first proposed by the SEC in 2015, requiring the recoupment of erroneously awarded incentive compensation received by current and former...more
On Friday, October 7, 2022, the Securities and Exchange Commission (the “SEC”) reopened the public comment periods for eleven rulemaking proposals and one request for comment due to a technical error that prevented the SEC...more
ESG-related shareholder proposals featured prominently in the most recent proxy season, with nearly 40% of large-cap public companies facing a shareholder vote on ESG topics over the first half of 2022. As introduced in an...more
On August 25, 2022, the SEC adopted a final rule implementing a provision of the Dodd-Frank Act of 2010 requiring public companies to provide clear disclosure of the relationship between executive compensation and company...more
ESG-related shareholder proposals featured prominently in the most recent proxy season, with nearly 40% of large-cap public companies facing a shareholder vote on ESG topics in the last six months. We reviewed ESG-related...more
Over the better part of two decades, the SEC has been narrowing the bases for excluding shareholder proposals, resulting in greater access to proxy statements for shareholders to force a vote on a wide array of topics,...more
On March 21, 2022, the Securities and Exchange Commission issued long-awaited proposed rules (“Proposed Rules”) that would require specific new types of climate change disclosures. The purpose of the Proposed Rules is to...more
The SEC has proposed new disclosure rules for public companies regarding cybersecurity incidents and related policies and procedures. We will discuss in a forthcoming post practical considerations and best practices that...more