On December 11, 2024, the Court of Appeals for the Fifth Circuit issued a decision in Alliance for Fair Board Recruitment v. SEC vacating the SEC’s approval of Nasdaq’s board diversity rules. The rules required tabular...more
In the September edition of our Public Company Watch, we cover key issues impacting public companies, including updates regarding the most recent amendments to the Delaware General Corporate Law and the EU’s Corporate...more
9/18/2024
/ Administrative Procedure Act ,
Chevron Deference ,
Chevron v NRDC ,
Delaware General Corporation Law ,
Department of Justice (DOJ) ,
Due Diligence ,
EU ,
Federal Trade Commission (FTC) ,
Loper Bright Enterprises v Raimondo ,
Non-Compete Agreements ,
Sustainability ,
Whistleblowers
In an open meeting on Wednesday, March 6, 2024, the Securities and Exchange Commission (“SEC”) approved in a 3-2 vote a Final Rule on climate disclosures that will “require registrants to provide certain climate-related...more
3/7/2024
/ Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
EU ,
Final Rules ,
Form 10-K ,
Greenhouse Gas Emissions ,
Renewable Energy ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Smaller Reporting Companies ,
Sustainability ,
Tax Credits
On February 23, 2024, the U.S. District Court for the District of Columbia ruled in favor of Institutional Shareholder Services Inc. on the party’s motions for summary judgment, ending a years long dispute over whether proxy...more
On January 24, 2024, nearly two years after the SEC initially proposed industry-chilling rules overhauling the treatment of special purpose acquisition companies (“SPACs”) in their IPOs and de-SPAC transactions, the SEC...more
1/25/2024
/ Conflicts of Interest ,
Corporate Counsel ,
Dilution ,
Final Rules ,
Financial Statements ,
Initial Public Offering (IPO) ,
Investment Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company
On December 14, 2023, Erik Gerding, Director, Division of Corporation Finance at the Securities and Exchange Commission (“SEC”) gave a speech on the SEC’s final rules (the “Final Rule(s)”) regarding cybersecurity risk...more
1/9/2024
/ Cyber Attacks ,
Cyber Incident Reporting ,
Cyber Threats ,
Cybersecurity ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
FBI ,
Form 10-K ,
Form 8-K ,
Incident Response Plans ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On November 16, 2023, proxy advisory firm Glass Lewis released its 2024 Proxy Voting Policy Guidelines. The new guidelines apply to shareholder meetings occurring after January 1, 2024. Unsurprisingly, many of Glass Lewis’s...more
11/20/2023
/ Clawbacks ,
Cybersecurity ,
Financial Oversight and Management Board (Oversight Board) ,
GAAP ,
Glass Lewis ,
Net Operating Losses ,
Non-GAAP Financial Measures ,
Pay-for-Performance ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
As we head into year-end, annual reporting season is just around the corner. Over the past 12 months, the SEC has been active on the rulemaking front, resulting in numerous new disclosure obligations for issuers during the...more
11/15/2023
/ Clawbacks ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Insider Trading ,
MD&A Statements ,
Regulation S-K ,
Risk Management ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC)
On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rules modernizing the beneficial ownership reporting requirements pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act...more
The SEC’s Cybersecurity Risk Management Strategy, Governance, and Incident Disclosure Rules were officially published in the Federal Register on August 4, 2023 and go into effect on September 5, 2023....more
On August 1, 2023, the Delaware legislature’s most recent amendments to the Delaware General Corporation Law became effective. The amendments include a number of changes designed to simplify pertinent matters for Delaware...more
On July 26, 2023, the U.S. Securities and Exchange Commission adopted enhanced disclosure requirements regarding cybersecurity risk management, strategy, governance and incident reporting for public companies. The final rules...more
On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted new enhanced disclosure requirements for issuers’ repurchases of equity securities. The amendments require issuers to provide the following...more
Last fall, the U.S. Securities and Exchange Commission (the “SEC”) adopted a comprehensive set of rules related to recovery of erroneously awarded incentive-based compensation (the “SEC clawback rules”). Included in the SEC...more
On December 14, 2022, the Securities and Exchange Commission (the “Commission”) adopted amendments bolstering the conditions to be met in order for a person to rely on the affirmative defense from insider trading available...more
12/26/2022
/ 10b5-1 Plans ,
Cooling-Off Rule ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On October 26, 2022, the Securities and Exchange Commission (the “Commission”) adopted final rules implementing its Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), mandate of directing...more
Recently, the U.S. Securities and Exchange Commission (the “Commission”) adopted long anticipated final rules requiring registrants to disclose information regarding the relationship between the actual compensation paid to...more
10/5/2022
/ CD&A ,
Deferred Compensation ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Pay-for-Performance ,
Pensions ,
Principal Executive Office (PEO) ,
Proxy Statements ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
On July 13, 2022, the Securities and Exchange Commission (the “SEC”) adopted amendments (the “Amendments”) to the rules governing proxy voting advice that were adopted in 2020. The Amendments rescind several rules governing...more
On July 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “Proposed Amendments”) to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would revise...more