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
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
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 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
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
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
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
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
From the growing risks of climate change to a greater focus on diversity, equity and inclusion (DEI), and worker health and safety, several shifting dynamics are compelling companies to reorganize their environmental, social...more
In addition to the proposed rules regarding insider trading policies that we wrote about a few weeks ago, the Securities and Exchange Commission has also proposed amendments to its rules regarding disclosure about stock...more
Corporate Governance and Securities Law Developments -
Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance -
On October 1, the Delaware Court of Chancery refused to dismiss a...more
10/23/2019
/ Breach of Duty ,
Business Judgment Rule ,
Class Action ,
Clinical Trials ,
Compensation & Benefits ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Derivative Suit ,
Disclosure Requirements ,
Entire Fairness Standard ,
FDA Approval ,
Fiduciary Duty ,
Government Investigations ,
Human Capital ,
Institutional Investors ,
Merger Agreements ,
Mootness ,
Overboarding ,
Pharmaceutical Industry ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Standards ,
Reputational Injury ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Shareholders ,
Squeeze-Out Mergers ,
Termination ,
Venture Capital
On June 28, 2018, the Securities and Exchange Commission ("SEC") adopted amendments to the definition of "smaller reporting company" to expand the number of public companies that are eligible to provide scaled disclosure and...more
7/11/2018
/ Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Executive Compensation ,
Financial Reporting ,
Financial Statements ,
Regulatory Oversight ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Threshold Requirements
Director compensation suits may survive a motion to dismiss in Delaware even if director compensation is within a shareholder-approved limit.
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Many issuers are currently either finalizing their first pay ratio disclosure, or are beginning the process of identifying their median employee. We developed a comprehensive step-by-step checklist with practice tips to help...more