On his first day in office, President Trump signed Executive Order 14157 calling for the designation of certain cartels and transnational criminal organizations (TCOs) as foreign terrorist organizations (FTOs) or specially...more
On March 3, 2025, the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance announced that it has expanded the accommodations available to companies for the nonpublic review of draft registration...more
As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being...more
When finalizing proxy materials for annual shareholder meetings, we recommend that companies consider the recent changes to proxy disclosure requirements and other disclosure trends summarized in our December 11, 2024, client...more
3/6/2025
/ Board of Directors ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Equity Compensation ,
Foreign Investment ,
Insider Trading ,
Proxy Season ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholders
The designation of SEC Commissioner Mark Uyeda as the Acting Chair of the U.S. Securities and Exchange Commission (SEC) on January 21, 2025, has resulted in a number of key policy developments. These developments, which we...more
As we noted in the “Prepare for EDGAR Filer Access and Account Management Changes” section in our recent client alert, the Securities and Exchange Commission (SEC) has amended its filer access and account management...more
There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024.
In...more
1/20/2025
/ Capital Markets ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
Foreign Private Issuers ,
Form 20-F ,
Investment Management ,
Publicly-Traded Companies ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Key Points -
- The SEC is set to undergo sweeping changes under the second Trump administration, with a Republican-controlled Commission setting a new agenda.
- The agency is expected to focus on easing regulatory...more
1/16/2025
/ Capital Markets ,
CFTC ,
Cryptocurrency ,
Digital Assets ,
Enforcement ,
Environmental Social & Governance (ESG) ,
Financial Regulatory Reform ,
Investor Protection ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Trump Administration
In this article, we reflect on key trends in ESG over the second half of 2024 and look ahead at trends that may emerge in 2025. We analyze developments in the latter half of 2024, which were similar to those highlighted in...more
1/6/2025
/ Antitrust Division ,
Australia ,
Board of Directors ,
Climate Change ,
COP ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
EU ,
European Securities and Markets Authority (ESMA) ,
False Claims Act (FCA) ,
Financial Regulatory Reform ,
Green Loans ,
Greenhouse Gas Emissions ,
Legislative Agendas ,
Loan Market Association ,
Member State ,
Modern Slavery Act ,
Nasdaq ,
New Guidance ,
New Legislation ,
Prudential Regulation Authority (PRA) ,
Regulatory Agenda ,
Reporting Requirements ,
Sustainability ,
Sustainable Finance ,
Tax Reform ,
UK ,
United Nations
On December 16, 2024, the California Air Resources Board (CARB) issued a request to solicit feedback regarding Senate Bill 253, Climate Corporate Data Accountability Act (SB 253) and Senate Bill 261, Greenhouse Gases:...more
12/23/2024
/ California ,
CARB ,
Climate Change ,
Disclosure Requirements ,
Doing Business ,
Environmental Social & Governance (ESG) ,
Financial Institutions ,
Legislative Agendas ,
New Legislation ,
Public Comment ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On December 11, 2024, in a 9-8 decision, the United States Court of Appeals for the Fifth Circuit ruled that in approving the Nasdaq Stock Market’s (Nasdaq) board diversity rules (the Rules), the Securities and Exchange...more
12/17/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to...more
12/11/2024
/ Annual Meeting ,
Board of Directors ,
Capital Markets ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Deadlines ,
Financial Regulatory Reform ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum...more
On October 22, 2024, the Securities and Exchange Commission (SEC) announced enforcement actions against several technology companies for making materially misleading disclosures regarding cybersecurity risks and intrusions....more
11/11/2024
/ Cyber Attacks ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
SolarWinds ,
Technology Sector
Our guide to 2025 SEC filing deadlines and financial statement staleness dates is now available. Public companies should factor in these key reporting deadlines, disclosure obligations and SEC holidays as they plan for the...more
10/31/2024
/ Capital Markets ,
Corporate Governance ,
Deadlines ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Financial Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Required Forms ,
Securities and Exchange Commission (SEC)
California continues to be at the forefront of climate-related disclosure regulations. On September 27, 2024, California Gov. Gavin Newsom signed into law Senate Bill 219, Greenhouse Gases: Climate Corporate Accountability:...more
10/29/2024
/ California ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Governor Newsom ,
Greenhouse Gas Emissions ,
Legislative Agendas ,
New Legislation ,
State and Local Government ,
State Legislatures
On September 9, 2024, the Chief Accountant of the U.S. Securities and Exchange Commission (SEC), Paul Munter, delivered remarks describing circumstances in which, in the SEC staff’s view, entities may engage in cryptoasset...more
Across industries, companies are facing new and uncertain regulatory pressures and demands in areas including artificial intelligence, sustainability, algorithmic pricing and fintech-bank relations. In this issue of The...more
9/10/2024
/ Algorithms ,
Antitrust Division ,
Artificial Intelligence ,
Banking Sector ,
Board of Directors ,
Competition ,
Corporate Governance ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Enforcement Actions ,
EU ,
Financial Institutions ,
FinTech ,
Multinationals ,
Price-Fixing ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Sustainability ,
Technology Sector ,
UK
As we noted in prior client alerts (available here and here), in 2023 the Securities and Exchange Commission (SEC) adopted amendments to its beneficial ownership rules. The amended rules include accelerated filing deadlines...more
As the deadlines approach for multinationals to make their first disclosures under the Corporate Sustainability Reporting Directive (CSRD), the EU’s new sustainability reporting law, they are confronting the significant time...more
9/6/2024
/ Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
Multinationals ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Sustainability
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
The U.S. District Court for the Southern District of New York has dismissed many of the Securities and Exchange Commission’s (SEC’s) claims against software development company SolarWinds and its chief information security...more
8/8/2024
/ Board of Directors ,
Chief Information Security Officer (CISO) ,
Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure ,
Disclosure Requirements ,
Internal Controls ,
Misleading Statements ,
Public Statements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
SolarWinds ,
White Collar Crimes
Environmental, social and governance (ESG) matters, and diverging opinions on approach, continued to dominate headlines across the globe in the first half of 2024. Companies and their stakeholders started the year navigating...more
7/29/2024
/ Activist ,
Commercial Litigation ,
Corporate Governance ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
EU ,
Financial Conduct Authority (FCA) ,
Greenwashing ,
Legislative Agendas ,
Regulatory Agenda ,
Reporting Requirements ,
Shareholders ,
UK
Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements....more
5/21/2024
/ Acquisitions ,
Antitrust Provisions ,
Artificial Intelligence ,
Capital Markets ,
Climate Change ,
Competition ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Services Industry ,
Machine Learning ,
Mergers ,
New Rules ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Spinoffs ,
Tax-Free Spin-Offs ,
Taxation ,
Technology ,
White Collar Crimes
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