On April 10, 2025, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued a Staff statement providing guidance on how existing disclosure requirements apply to offerings and registrations of crypto asset...more
The EDGAR Next system has gone live, and all filers – including public companies, investment funds, insiders, and third-party filing agents – must re-enroll in the EDGAR Next system by September 15, 2025, with the legacy...more
3/28/2025
/ Capital Markets ,
Corporate Governance ,
EDGAR ,
Filing Deadlines ,
Filing Requirements ,
Investment Funds ,
Popular ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC recently announced new accommodations to expand the types of companies and registration statements eligible for confidential SEC review. In this post, we summarize key takeaways from the announcement, including what...more
3/7/2025
/ Banking Sector ,
Capital Markets ,
Confidentiality Policies ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Financial Institutions ,
Initial Public Offering (IPO) ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
This guide discusses important themes and trends for the coming annual reporting season. It also includes a “housekeeping checklist” designed to assist you as you prepare your annual report.
ANNUAL CYBERSECURITY...more
12/24/2024
/ Annual Reports ,
Artificial Intelligence ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
EU ,
Form 10-K ,
Form 20-F ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Sustainable Business Practices
This guide discusses important themes from the 2024 proxy season and developing trends we are monitoring for 2025. It also includes a “housekeeping checklist” designed to assist you as you prepare your proxy statement.
For...more
12/24/2024
/ Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Non-GAAP Financial Measures ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Task Force on Climate-related Financial Disclosures (TCFD)
Subsequent to the post-trial opinion by Chancellor McCormick in January 2024, Tesla appointed a new independent director to serve on a newly created independent committee, which issued a report recommending that stockholders...more
The shocking murder of Brian Thompson, the Chief Executive Officer of UnitedHealthcare, while walking to an investor meeting in New York City on December 4, 2024, has caused many boards of directors and executive teams to...more
On July 18, 2024, U.S. District Judge Paul Engelmayer of the U.S. District Court for the Southern District of New York issued a comprehensive 107-page opinion that may have significant implications for the Securities and...more
8/2/2024
/ Accounting ,
Corporate Governance ,
Corporate Officers ,
Cyber Attacks ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Internal Controls ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
SolarWinds
On May 22, 2024, the U.S. House of Representatives (the “House”) passed the Financial Innovation and Technology for the 21st Century Act (“FIT21” or the “Bill”) with bipartisan support by a vote of 279-136. FIT21 provides for...more
6/3/2024
/ CFTC ,
Cryptocurrency ,
Decentralized Finance (DeFi) ,
Digital Assets ,
Financial Regulatory Reform ,
Legislative Agendas ,
New Legislation ,
Popular ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Stablecoins ,
U.S. House
On May 16, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to Regulation S-P (“Reg S-P”) that are intended to help protect investors’ privacy from the “expanded use of technology and corresponding...more
5/29/2024
/ Broker-Dealer ,
Compliance ,
Customer Information ,
Incident Response Plans ,
Investment Adviser ,
Investors ,
Notice Requirements ,
Personal Information ,
Policies and Procedures ,
Privacy Laws ,
Recordkeeping Requirements ,
Regulation S-P ,
Securities and Exchange Commission (SEC)
The Director of the Division of Corporation Finance of the SEC issued a statement last week relating to the recent SEC cybersecurity disclosure rules that require public companies to disclose the occurrence of material...more
5/28/2024
/ Banking Sector ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Investors ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Voluntary Disclosure
On March 6, 2024, almost two years after its originally proposed rules, the Securities and Exchange Commission (SEC) adopted final rules relating to the enhancement and standardization of climate-related disclosures. While...more
On December 13, 2023, the Securities and Exchange Commission (the “SEC” or “Commission”) adopted rule amendments (the “Amendments”) under the Securities Exchange Act of 1934 that will, in effect, require direct participants...more
The 2024 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 21st Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
On November 1, 2023, the New York State Department of Financial Services (“NYDFS”) issued its Second Amendment (the “Amendment”) to its Cybersecurity Requirements for Financial Services Companies adopted in 2017, codified in...more
The Securities and Exchange Commission (SEC) announced today that it has issued an order postponing the effective date of its Share Repurchase Disclosure Modernization rule and, as a result, the rule is stayed pending further...more
On October 10, 2023, the SEC adopted amendments to the rules governing the reporting of beneficial ownership of securities under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The amendments accelerate the...more
On July 26, 2023, the SEC adopted final rules that require public companies to promptly disclose material cybersecurity incidents on Form 8-K and detailed information regarding their cybersecurity risk management and...more
On May 3, 2023, the SEC adopted new disclosure requirements for stock buybacks, including disclosure of daily share repurchase activity on a quarterly basis. These quarterly reports of daily share repurchase activity will be...more
The SEC’s Division of Enforcement has increasingly put the spotlight on disclosure controls— the processes that public companies use to collect information for disclosures in their public filings. The agency recently charged...more
On February 15, 2023, the SEC adopted several changes to shorten the standard settlement cycle for securities transactions to T+1 effective May 28, 2024...more
The 2023 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 20th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
1/26/2023
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Proxy Season ,
Proxy Statements ,
Proxy Voting ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Shareholder Proposals ,
Shareholders
Foreign private issuers (“FPIs”) with a calendar year end must file their annual report on Form 20-F with the U.S. Securities and Exchange Commission (the “SEC”) no later than May 1, 2023....more
On December 14, 2022, the SEC adopted amendments that significantly change the requirements for Rule 10b5-1 plans, including by imposing a 90 to 120 day cooling-off period for plans adopted by directors and officers, and...more
In light of continued negative macroeconomic trends—including but not limited to meaningfully higher global inflation, tightening monetary policy by central banks, volatile energy prices, slowing consumption, continued supply...more