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Corporate Governance Disclosure Requirements New Guidance

BCLP

SEC Staff Issues Guidance for Reporting Cybersecurity Incidents Under Item 1.05 Versus Item 8.01 of Form 8-K

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On May 21, 2024, the Director of the SEC’s Division of Corporation Finance issued a statement providing guidance on the use of Item 1.05 of Form 8-K to disclose cybersecurity incidents....more

Latham & Watkins LLP

UK Government Update on Sustainability Disclosure Requirements Framework

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On 16 May 2024, the government published updated guidance regarding the UK Sustainability Disclosure Requirements (SDR) framework. The SDR was first set out in Greening Finance: A Roadmap to Sustainable Investing in...more

Walkers

Digital Asset SCPS Consultation Guidance

Walkers on

The Bermuda Monetary Authority (the "Authority") released its Digital Asset Business Single Currency Pegged Stablecoins (SCPS) Consultation Guidance (the "Guidance"). The Guidance seeks to provide information and...more

Latham & Watkins LLP

SEC Adopts Rules and Guidance on SPACs

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On January 24, 2024, the SEC adopted rules and guidance to impose a variety of new requirements on SPACs. The effective date of the rules is 125 days after publication in the Federal Register, an unpredictable process that...more

Smith Anderson

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

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In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more

Mayer Brown

DOJ and FBI Announce Guidance on Seeking Delays in SEC 8-K Filings for Cyber Incidents

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On December 12, 2023, the Department of Justice (DOJ) issued guidelines for companies to follow in requesting that the Attorney General authorize delays of cyber incident disclosures required by the U.S. Securities and...more

Venable LLP

SEC Clarifies Proxy Rules of the Road

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On November 17, 2023, the Division of Corporation Finance of the Securities and Exchange Commission ("SEC") issued new and revised proxy-related compliance and disclosure interpretations ("CDIs") that provide guidance on the...more

Latham & Watkins LLP

OCC, FRB, and FDIC Finalize Joint Principles for Climate-Related Financial Risk Management

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Guidance for the largest US financial institutions is intended to promote climate risk management consistent with general safety and soundness practices. On October 30, 2023, the three US federal bank regulatory agencies...more

Mayer Brown Free Writings + Perspectives

SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures

On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance...more

BCLP

Guidance from the SEC for new Pay versus Performance tables

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What happened - The SEC staff recently issued 15 interpretations (see Sections 128D and 228D) relating to its new Pay versus Performance (PvP) rules....more

Dorsey & Whitney LLP

Additional SEC Guidance on Pay versus Performance Disclosure for 2023 Proxy Season

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Most reporting companies are required to provide pay versus performance disclosure in their 2023 proxy statements as a result of rules finalized by the Securities and Exchange Commission in September 2022....more

Latham & Watkins LLP

SEC Issues New “Pay Versus Performance” Guidance

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The SEC provides much-needed guidance on the new pay versus performance disclosure requirements that will be applicable to the current proxy season. On February 10, 2023, the Staff of the Securities and Exchange Commission...more

Goodwin

SEC Publishes New Non-GAAP Financial Measures Guidance as 2022 Year-End Reporting Season Approaches

Goodwin on

On December 13, 2022, the staff of the Division of Corporation Finance (the “staff”) of the Securities and Exchange Commission (the “SEC”) published seven new or revised Compliance and Disclosure Interpretations (“C&DIs”)...more

Mayer Brown Free Writings + Perspectives

SEC Staff Provides New Universal Proxy Guidance

On December 7, 2022, the Staff of the Securities and Exchange Commission issued three Compliance and Disclosure Interpretations that address the universal proxy rules.  These are included in the Staff’s Proxy Rules and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2023 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2023 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more

Latham & Watkins LLP

China to Introduce Its First ESG Disclosure Standard

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The move follows a number of similar standards that regulators and governments across the globe have proposed. With effect from 1 June 2022, the Guidance for Enterprise ESG Disclosure (the Guidance), published by...more

White & Case LLP

Key Considerations for the 2022 Annual Reporting Season: Form 20-F and Other FPI-Specific Considerations

White & Case LLP on

This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2022 annual reporting season. This memo describes our key considerations for...more

BCLP

SEC Tightens Accounting for “Spring-Loaded” Equity Awards

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Spring-loading - awarding equity awards before announcing material good news - was in the headlines 15 years ago but still surfaces on occasion, notably when in July 2020 Kodak made large grants to executives the day before a...more

ArentFox Schiff

Overlooked Issues for LIBOR Transition: Board Governance and Disclosure Requirements

ArentFox Schiff on

The focus on quantifying LIBOR exposure and related disclosure requirements may be a ‘red herring.’ The real issues are (i) whether the LIBOR transition is merely an excuse to change the effective interest rates of financial...more

Skadden, Arps, Slate, Meagher & Flom LLP

Hong Kong Regulatory Update - April 2021

This update provides an overview of key regulatory developments in the past three months relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEX), and their advisers. In particular,...more

Bass, Berry & Sims PLC

Public Company Forum Update: Reg. S-X Investment Test & SEC Focus under New Administration

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Since the Bass, Berry & Sims Corporate & Securities Practice hosted its 2nd Annual Corporate & Securities Counsel Public Company Forum in December 2020, the Biden Administration has proposed a new Securities and Exchange...more

BCLP

SEC guidance targets disclosures during “meme stock” volatility

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The SEC’s Division of Corporation Finance issued guidance on securities offering disclosure during times of extreme price volatility, which it viewed as characterized by...more

Mintz - Securities & Capital Markets...

How Companies Can Prepare for SEC Proxy Advisor Reform

The SEC’s long-awaited final rules governing voting advice provided by proxy advisory firms such as Institutional Shareholders Service (ISS) and Glass Lewis (the “final rules”) became effective on November 2, 2020. The final...more

Jones Day

SEC Enforcement in Financial Reporting and Disclosure: 2020 Mid-Year Update

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We are pleased to present our annual mid-year update on financial reporting and issuer disclosure enforcement activity for 2020. This White Paper focuses on the U.S. Securities and Exchange Commission's ("SEC") enforcement...more

Eversheds Sutherland (US) LLP

The SEC issues additional COVID-19 disclosure guidance

As the quarter comes to an end and companies prepare to file earnings releases and financial results, the Securities and Exchange Commission (SEC) has released a series of statements making it clear that it expects to see...more

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