Securities and Exchange Commission (SEC) reporting companies with fiscal years ending December 31 that engage in the commercial development of oil, natural gas or minerals are required to file a Form SD with the SEC by...more
On March 6, 2024, the SEC adopted new rules mandating climate-related disclosures in public companies’ annual reports and registration statements. As anticipated, the rules are facing multiple legal challenges, which have...more
5/20/2024
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Directors ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than May 31, 2024.
The conflict minerals disclosure rules and related guidance have remained at...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following areas, which are described in more detail below:
- SEC Proxy Filing Requirements
- Proxy Statement Disclosures...more
On March 6, 2024, the Securities and Exchange Commission (SEC) voted 3-2 to adopt new rules mandating climate-related disclosures in public companies’ annual reports and registration statements. While the final rules are...more
3/11/2024
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Editor’s note: This is an updated version of our January 12, 2023, client alert. This update covers new staff SEC guidance addressing the options companies have when existing confidential treatment orders approach...more
In September 2023, the California Legislature passed Senate Bill 253, Climate Corporate Data Accountability Act (SB 253) and Senate Bill 261, Greenhouse Gases: Climate-Related Financial Risk (SB 261). California Gov. Gavin...more
9/27/2023
/ California ,
Disclosure Requirements ,
Governor Newsom ,
Greenhouse Gas Emissions ,
Legislative Agendas ,
Proposed Legislation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
State and Local Government ,
State Legislatures
In June 2023, the Public Company Accounting Oversight Board (PCAOB) proposed sweeping amendments to its auditing standards. Comment letters raise serious questions about the consequences of the proposed changes....more
Short sellers make their money by publishing information that attacks a company in order to drive down its share price. How can a company prepare? And what should it not do in the face of a short attack? We offer some tips in...more
9/7/2023
/ Acquisitions ,
Anti-Competitive ,
Antitrust Division ,
Board of Directors ,
Corporate Governance ,
Delisting ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
Federal Trade Commission (FTC) ,
Foreign Subsidies ,
Horizontal Merger Guidelines ,
Internal Investigations ,
Mergers ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Sellers ,
Share Buybacks ,
Shareholders ,
Short Selling ,
UK
On August 25, 2023, the staff of the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued guidance to address certain open questions on the amendments to Rule 10b5-1 and related disclosure...more
9/5/2023
/ 10b5-1 Plans ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Publicly-Traded Companies ,
Regulation S-K ,
Required Forms ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Options
On July 26, 2023, the U.S. Securities and Exchange Commission (SEC) voted 3-2 to adopt final rules that are intended to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and...more
7/28/2023
/ Compliance ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
New Rules ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Required Forms ,
Risk Management ,
Securities and Exchange Commission (SEC)
Nearly two decades after the enactment of SOX, which was precipitated by several high-profile corporate and accounting scandals in the US during the late 1990s and early 2000s, UK and European regulators are grappling with a...more
7/19/2023
/ Capital Markets ,
Compliance ,
Corporate Financing Rule ,
Corporate Fraud ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Reform ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Transparency ,
UK
On May 3, 2023, the U.S. Securities and Exchange Commission adopted rule amendments requiring enhanced disclosures pertaining to issuers’ repurchases of equity securities. The new rules, prompted by a perception that some...more
SEC Proxy Filing Requirements -
File proxy card, Notice of Internet Availability and other soliciting materials with the SEC. In addition to filing the proxy statement, companies should confirm that the proxy card, the...more
3/20/2023
/ Corporate Governance ,
Disclosure Requirements ,
Diversity ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Equity Compensation ,
Filing Requirements ,
Nasdaq ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Universal Proxy Cards
Companies have important decisions to make as they prepare for the 2023 annual meeting and reporting season.
We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more
On June 3, 2022, the U.S. Securities and Exchange Commission (SEC) adopted amendments to modernize how certain information is filed or submitted to the SEC. In particular, the amendments will require, among other things, that...more
On March 21, 2022, the Securities and Exchange Commission (SEC) voted 3-1 to propose long-anticipated rules mandating climate-related disclosures in companies’ annual reports and registration statements. The proposed rules...more
3/29/2022
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Proposed Rules ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On March 9, 2022, the Securities and Exchange Commission (SEC) proposed rules that are intended to enhance and standardize disclosures regarding cybersecurity risk management, strategy and governance, as well as cybersecurity...more
Companies have important decisions to make as they prepare for the 2022 annual meeting and reporting season.
We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more
12/8/2021
/ Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Hart-Scott-Rodino Act ,
Insider Trading ,
MD&A Statements ,
Proxy Advisors ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On August 6, 2021, the Securities and Exchange Commission (SEC) approved the Nasdaq Stock Market’s (Nasdaq) proposal to amend its listing standards to encourage greater board diversity and to require board diversity...more
As anticipated, the staff in the SEC's Division of Corporation Finance has begun issuing detailed comments regarding climate-related disclosures.1 In February 2021, then Acting SEC Chair Allison Herren Lee announced that she...more
On August 19, 2021, the New York Stock Exchange (NYSE) filed an immediately effective rule change (Rule Proposal) restoring a transaction value and materiality threshold for related party transactions that require independent...more
8/26/2021
/ Audit Committee ,
Board of Directors ,
Disclosure Requirements ,
Independent Directors ,
Listed Company Manual ,
Listing Standards ,
NYSE ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On August 6, 2021, the Securities and Exchange Commission (SEC) approved1 the Nasdaq Stock Market’s (Nasdaq) proposal to amend its listing standards to encourage greater board diversity and to require board diversity...more
In prepared remarks on July 28, 2021, Chair Gary Gensler of the Securities and Exchange Commission (SEC) set forth key considerations for the staff to address in the SEC’s forthcoming rulemaking proposal on mandatory climate...more
Companies are increasingly providing disclosure about their current efforts and future commitments on environmental and social (E&S) matters. The percentage of S&P 500 companies publishing sustainability or corporate social...more