The Securities and Exchange Commission’s (SEC or Commission) Division of Enforcement continues to be laser focused on executive perks and the manner in which they are disclosed by public companies. The SEC is expected to...more
For the upcoming 2024 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and...more
12/6/2023
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
In July 2023, the SEC adopted new cybersecurity rules for the stated purpose of enhancing and standardizing disclosures regarding cybersecurity risk management, strategy, governance and incidents by public companies. The...more
10/27/2023
/ Compliance ,
Compliance Dates ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Materiality ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more
12/15/2022
/ Annual Meeting ,
Beneficial Owner ,
Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Requirements ,
Human Capital ,
MD&A Statements ,
Proposed Rules ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The Telegram case is arguably the most important case of 2020 involving the legal classification of blockchain-based digital assets. Because it is often cost-prohibitive for companies to challenge the government in court, the...more
The COVID-19 crisis is truly global in scope. Public issuers over a course of mere weeks have been confronted with the myriad challenges presented to their workforce and business operations. Forced to navigate uncharted...more
Reporting companies that use the calendar year-end as their fiscal year-end will redetermine their filing status for reports filed with the U.S. Securities and Exchange Commission (SEC) under the Securities Exchange Act of...more
On March 25, the Securities and Exchange Commission’s (SEC) Division of Corporate Finance (CorpFin) issued Disclosure Guidance Topic No. 9, which provides its views on disclosure and other securities law obligations companies...more
On Aug. 8, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments to modernize the description of business (Item 101), legal proceedings (Item 103) and risk factor disclosures (Item 105) that companies...more
On April 3, 2019, the Division of Corporation Finance of the Securities and Exchange Commission (“SEC” or the “Commission”), through its Strategic Hub for Innovation and Financial Technology (“FinHub”), issued a white paper...more
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to the disclosure requirements for public companies under Regulation S-K, and to similar provisions regarding investment company disclosures. ...more
Last week, the Securities and Exchange Commission (SEC) provided additional guidance for complying with the pay ratio disclosure requirements adopted under the Dodd-Frank Act that take effect in 2018. According to SEC...more
On April 7, 2017, the Securities and Exchange Commission ("SEC") Division of Corporate Finance (the "Division") indicated that it will not recommend enforcement of the conflict minerals source and chain of custody due...more
As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this first edition of our Securities & Governance Bulletin. This resource is designed to keep executives, corporate...more
1/27/2017
/ Clawbacks ,
Conflict Mineral Rules ,
Corporate Governance ,
Directors ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
No-Action Relief ,
Pay Ratio ,
Proxy Access ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulation S-K ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Universal Proxy Cards
On October 26, 2016, the Securities and Exchange Commission (SEC) proposed amendments to the proxy rules (the “Proposal”) that would mandate the use of universal proxy cards in non-exempt proxy solicitations for contested...more
On May 17, 2016, the Securities and Exchange Commission issued significant new and updated Compliance & Disclosure Interpretations (C&DIs) regarding the use of Non-GAAP Financial Measures, including several new...more
In recent months, the Securities and Exchange Commission (the “SEC”) has signaled that the use of non-GAAP measures will be scrutinized closely. Chair Mary Jo White has discussed non-GAAP disclosures in speeches, urging...more
On April 13, 2016, the Securities and Exchange Commission (the “SEC”) published a concept release (the “Release”) seeking comment on “modernizing certain business and financial disclosure requirements in Regulation S-K.”...more
On April 29, 2015, the Securities and Exchange Commission (SEC), by a three-to-two vote, proposed the pay versus performance disclosure rule required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer...more