On April 19, 2024, the US Environmental Protection Agency (“US EPA”) announced its final rule designating two per- and polyfluoroalkyl substances (“PFAS”), namely perfluorooctanoic acid (“PFOA”) and perfluorooctanesulfonic...more
5/16/2024
/ CERCLA ,
Contamination ,
Drinking Water ,
Environmental Policies ,
Environmental Protection Agency (EPA) ,
Hazardous Substances ,
New Rules ,
PFAS ,
Public Health ,
RCRA ,
Toxic Chemicals
EPA requires existing coal-fired power plants that plan to operate beyond 2039 and large new gas-fired power plants to achieve 90% reductions in GHG emissions by 2032....more
On April 4, 2024, less than one month after their adoption, the U.S. Securities and Exchange Commission ("SEC") has chosen to stay its newly adopted climate disclosure rules, pending judicial review (the "Final Rules"). The...more
The new emission limits apply to new passenger cars, light trucks and large pickups and vans, and set increasingly stringent fleet-wide emission limits covering carbon dioxide and other pollutants for Model Years 2027-2032....more
On March 6, 2024, in a 3 to 2 vote of the Commissioners, the US Securities and Exchange Commission (the "SEC") adopted rules that will require public companies to disclose extensive climate change-related information in their...more
Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more
3/18/2024
/ Annual Reports ,
Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
New Rules ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On January 26, 2024, the Biden Administration announced a temporary pause on all pending applications seeking authorization under Section 3 of the Natural Gas Act to export liquefied natural gas (LNG) to non-Free Trade...more
With the 2023 annual report season upon us, it is time for companies to take stock of risk factors for 10-Ks and 20-Fs, and consider whether recent economic, political, technological, and regulatory developments have had (or...more
12/22/2023
/ Annual Reports ,
Artificial Intelligence ,
Climate Change ,
Cybersecurity ,
Disclosure Requirements ,
Geopolitical Risks ,
Internal Controls ,
Popular ,
Publicly-Traded Companies ,
Risk Factors ,
Securities and Exchange Commission (SEC)
The Taskforce on Nature-related Financial Disclosures ("TNFD") released its final framework (the "TNFD Framework") on September 18. The TNFD Framework encourages organisations to integrate nature into decision-making and...more
11/9/2023
/ Biodiversity ,
Climate Action Plan ,
Climate Change ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
EU ,
Financing ,
Framework Agreement ,
Regulatory Agenda ,
Reporting Requirements ,
Sustainability
The California State Senate and State Assembly recently approved two bills, Senate Bill 253 and Senate Bill 261, that could require thousands of companies doing business in California to disclose greenhouse gas ("GHG")...more
9/27/2023
/ California ,
Climate Action Plan ,
Disclosure Requirements ,
Energy Sector ,
General Assembly ,
Governor Newsom ,
Greenhouse Gas Emissions ,
Legislative Agendas ,
New Legislation ,
Popular ,
Proposed Legislation ,
Reporting Requirements ,
State and Local Government ,
State Legislatures
The proposed new greenhouse gas (GHG) emissions control requirements would apply to existing and new power plants, with an emphasis on more efficient generating practices, including carbon capture and sequestration (CCS) and...more
Buyers are scrutinizing everything from an acquisition target’s projected greenhouse gas (GHG) emissions to ways in which a deal may impact their own climate mitigation strategies. In this regard, reliable and verifiable...more
Although the record-breaking deal activity of 2021 spilled over into 2022, headwinds in the first quarter developed into a significant slowdown during the rest of 2022, with an expectation of continued slowness as we enter...more
1/30/2023
/ Acquisitions ,
Buyers ,
Capital Markets ,
CFIUS ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Domestic Dealmaking ,
Environmental Social & Governance (ESG) ,
EU ,
Federal Trade Commission (FTC) ,
Financial Institutions ,
Financial Services Industry ,
Global Dealmaking ,
Investment ,
Investors ,
Mergers ,
Pharmaceutical Industry ,
Private Equity ,
Publicly-Traded Companies ,
Real Estate Market ,
Securities and Exchange Commission (SEC) ,
Sellers ,
Special Purpose Acquisition Companies (SPACs) ,
Technology
This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2023 annual reporting season....more
1/19/2023
/ Annual Reports ,
Confidential Information ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Cybersecurity ,
Disclosure Requirements ,
Economic Sanctions ,
Environmental Social & Governance (ESG) ,
Foreign Private Issuers ,
Form 20-F ,
IFRS ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Russia ,
Securities and Exchange Commission (SEC) ,
Ukraine ,
XBRL Filing Requirements
Part I of our two-part series identifies our Public Company Advisory Group's 10 important considerations when preparing Annual Reports on Form 10-K in 2023, organized in two categories:
1. Six Housekeeping Considerations:...more
1/6/2023
/ Annual Reports ,
Corporate Counsel ,
Corporate Governance ,
Disclosure ,
Form 10-K ,
GAAP ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Popular ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
The Act's supporters say it would shift voting power from large investment advisers to individual investors, but the reality could be far more complex -
The INDEX Act arrives at a moment of increasing resistance to ESG...more
11/4/2022
/ Beneficial Owner ,
Climate Change ,
Disclosure Requirements ,
Dodd-Frank ,
Environmental Social & Governance (ESG) ,
Fund Managers ,
Institutional Investors ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Investors ,
Oil & Gas ,
Proposed Legislation ,
Retirement Plan ,
Safe Harbors ,
Shareholders
The Annual Report season will soon be upon us, and it is important to assess a company's risk factors at the outset and whether recent developments, including those relating to macroeconomic, geopolitical, and public health...more
11/1/2022
/ Annual Reports ,
Capital Markets ,
Climate Change ,
Coronavirus/COVID-19 ,
Customs and Border Protection ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Global Economy ,
Human Capital ,
Interest Rates ,
Investors ,
Market Conditions ,
Military Conflict ,
Price Inflation ,
Publicly-Traded Companies ,
Risk Factors ,
Russia ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Supply Chain ,
Ukraine ,
Uyghur Forced Labor Prevention Act (UFLPA)
Latin America increases involvement in compliance and voluntary carbon markets activity.
Three factors distinguish Latin America as a potential leader in carbon markets: its adoption of carbon markets at the national and...more
Greenhouse gas emissions reduction or removal credit transactions allow governments, companies or individuals to purchase credits that are often referred to as "carbon credits" in an effort to mitigate climate change by...more
The Inflation Reduction Act of 2022 (the "IRA"), signed into law on August 16, 2022, is already causing shock waves in the renewables industry and energy transition space. Specifically, the IRA includes significant tax credit...more
8/18/2022
/ Apprenticeships ,
Biden Administration ,
Carbon Capture and Sequestration ,
Energy Tax Incentives ,
Inflation Reduction Act (IRA) ,
Innovative Technology ,
Investment Tax Credits ,
Popular ,
Production Tax Credit ,
Renewable Energy Incentives ,
Solar Energy ,
Wage and Hour ,
Wind Power
A look at three key regulatory developments in the EU and US - proposed EU Corporate Sustainability Due Diligence and Reporting Directives and US SEC Climate Change Disclosure Rules...more
7/15/2022
/ Climate Change ,
Corporate Counsel ,
CSDR ,
Disclosure Requirements ,
Due Diligence ,
Environmental Social & Governance (ESG) ,
EU ,
European Commission ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Sustainability
On June 30, 2022, the Supreme Court ruled that the US Environmental Protection Agency (EPA) cannot use the Clean Air Act to require fossil fuel power facilities to implement a measure known as "generation shifting" without...more
The regulatory landscape for ESG disclosure by U.S. public companies faces potentially dramatic changes, with the Securities and Exchange Commission ("SEC") proposing rules that would mandate comprehensive climate change...more
On May 25, 2022, the US Securities and Exchange Commission (the "SEC") proposed two form and rule amendments seeking to enhance and standardize disclosures related to environmental, social and governance ("ESG") factors...more
During the last several years, airlines have announced aggressive ESG targets. A significant component of many of these targets is the need for airlines to source more sustainable airline fuel and become less reliant on...more
5/3/2022
/ Airlines ,
Aviation Industry ,
Carbon Emissions ,
Climate Change ,
Environmental Social & Governance (ESG) ,
Investment ,
Investors ,
Net Zero ,
Popular ,
Renewable Fuel ,
Sustainability