On February 10, 2023, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published new Regulation S-K Compliance and Disclosure Interpretations (C&DIs) regarding the...more
Public companies need to consider recent developments when preparing for the 2023 proxy and annual reporting season. We summarize key regulatory developments, recent guidance, important disclosure considerations and updates...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
On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) voted to adopt the “pay-versus-performance” rule, requiring publicly traded companies (except foreign private issuers, registered investment companies, and...more
This spring, John Jenkins reported that the Securities and Exchange Commission staff now declines to declare effective a registration statement if the issuer does not provide a physical address on the cover page of its...more
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted the pay-versus-performance disclosure requirements that had been in the works for years. The SEC originally proposed pay versus performance rules...more
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final disclosure rules implementing the pay versus performance requirement of the Dodd-Frank Act for most reporting companies. The SEC originally...more
The California Secretary of State has recently published her report under California's statutes imposing gender and racial/ethnic quotas on the boards of directors of publicly held corporations having their principal...more
Recently, some companies have taken the position that they do not have a principal executive office in their filings with the Securities and Exchange Commission. I noticed, for example, that the Form 8-K filed by Activision...more
The Securities and Exchange Commission's Form 10-K requires disclosure of a company's "principal executive offices". The SEC, however, provides no definition of what constitutes a company's "principal executive...more
United States District Court Judge Haywood S. Stirling, Jr. yesterday blocked a stockholder's attempt to use California's shareholder inspection statute to gain access to a corporation's "books and records and minutes of...more
SB 826 (Jackson) is reputably the first state law requiring publicly held corporations to have a minimum number of female directors. It is generally assumed that the law applies only to those publicly held domestic and...more
As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010, Congress directed the Securities and Exchange Commission (SEC) to adopt pay ratio disclosure requiring public companies to...more
The California General Corporation Law does not require that a California corporation have a principal executive office located in California. In fact, Section 177 explicitly contemplates that a corporation’s PEO may be...more