Version 2.0 following publication of the U.S. Securities and Exchange Commission (“SEC”) Climate-Related Disclosure Rules -
A wave of new legislation and regulation in the U.S. and Europe has the potential to significantly...more
Version 2.0 following publication of the U.S. Securities and Exchange Commission (“SEC”) Climate-Related Disclosure Rules -
A wave of new legislation and regulation in the U.S. and Europe has the potential to...more
3/21/2024
/ Capital Markets ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Multiple legal challenges have already been launched against the SEC’s new climate change disclosure rules. Plaintiffs include Attorneys General from several states, a large business trade organization and a private energy...more
3/19/2024
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Greenhouse Gas Emissions ,
Multidistrict Litigation ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stays
A wave of new legislation and regulation in the U.S. and Europe has the potential to significantly impact the non-financial reporting obligations of U.S. companies. With the myriad of requirements overlaid with varying...more
2/9/2024
/ California ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
EU ,
Non-Financial Firms ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Transparency Directive ,
UK ,
UK Regulatory Reforms
A potentially overlooked but important issue that public companies should have in mind when granting option or option-like awards is avoiding the unintentional appearance of “spring-loading” and “bullet-dodging,” both of...more
7/7/2023
/ Compensation ,
Corporate Governance ,
Disclosure Requirements ,
Incentive Compensation ,
Investigations ,
Marketing ,
Proxy Statements ,
Restricted Stocks ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Stock Prices
In a 500-page release, the SEC has proposed significant new public company climate change disclosure requirements for both domestic companies and foreign private issuers, including the actual and potential impacts of climate...more
3/25/2022
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Public Comment ,
Publicly-Traded Companies ,
Registration Statement ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Public companies should expect more environmental, social and governance-related disclosure requirements, focusing initially on climate risk. An element of President-elect Joe Biden's platform has been "[r]equiring public...more
On August 26, 2020, the Securities and Exchange Commission adopted amendments to Regulation S-K that simplify and modernize the disclosure requirements relating to description of business, legal proceedings, and risk factors,...more
9/3/2020
/ Amended Rules ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Foreign Private Issuers ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-K ,
Risk Factors ,
SASB ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On July 10, 2020, the Securities and Exchange Commission (“SEC”) proposed significantly increasing the reporting threshold requiring the filing of a Form 13F to $3.5 billion, a 35-fold increase from the current threshold....more
7/14/2020
/ Comment Period ,
Corporate Governance ,
De Minimis Claims ,
FOIA ,
Food Marketing Institute v Argus Leader Media ,
Form 13F ,
Investment Adviser ,
Proposed Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Threshold Requirements
On May 14, 2020, the New York Stock Exchange (the "NYSE") adopted a temporary rule waiving until June 30, 2020 additional key shareholder approval requirements for certain private investments in public equity ("PIPE") and...more
Recent market conditions and volatility due to the COVID-19 pandemic have produced an environment in which traditional securities offerings may prove challenging for public companies. At the same time, the global economic...more
SEC Approves Temporary Waiver of NYSE Shareholder Approval Rules to Provide Companies Additional Flexibility to Raise PIPE Financing -
On April 6, 2020, the Securities and Exchange Commission (the “SEC”) announced the...more
As the COVID-19 virus disrupts businesses, public companies face both operational and compliance challenges as public disclosure has become a more complex and evolving task. Companies with calendar year-ends are beginning to...more
Passive hedge funds are increasingly considering active roles when they are dissatisfied with the management of specific portfolio companies. After describing such a scenario, the author discusses the steps a dissatisfied...more
12/10/2019
/ Activist Hedge Funds ,
Corporate Governance ,
Hart-Scott-Rodino Act ,
Hedge Funds ,
Proxy Proposals ,
Proxy Season ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Activism ,
Shareholder Proposals
Changes May Create New Challenges for Public Companies, and Signal a Reduction of the SEC Staff’s Traditional Role As Arbiter Between Companies and Shareholders -
On September 6, 2019, the SEC's Division of Corporation...more
On August 21, 2019, the Securities and Exchange Commission issued two interpretive releases involving proxy voting and proxy voting advice. In the first release, the SEC provided guidance regarding the responsibilities of...more
9/12/2019
/ Anti-Fraud Provisions ,
Corporate Governance ,
Fiduciary Duty ,
Investment Adviser ,
Investment Management ,
Popular ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
Cash Tender Offer in Compliance with Regulation 14E -
This note outlines the requirements under the U.S. federal securities laws applicable in the following situation:
• The offer is a cash tender offer for the equity...more
11/26/2018
/ Acquisitions ,
Anti-Fraud Provisions ,
Corporate Governance ,
Cross-Border Transactions ,
Disclosure Requirements ,
Foreign Acquisitions ,
Foreign Private Issuers ,
Mergers ,
Prompt Payment ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders ,
Tender Offers ,
UK
On July 6, 2015, the U.S. Court of Appeals for the Third Circuit issued its opinion in Trinity Wall Street v. Wal-Mart Stores, Inc. The holding permitted Wal-Mart Stores, Inc. ("Wal-Mart") to exclude a shareholder proposal...more
8/6/2015
/ Appeals ,
Corporate Governance ,
Declaratory Judgments ,
Injunctive Relief ,
Ordinary Business Exception ,
Proxy Season ,
Proxy Statements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Meetings ,
Shareholder Proposals ,
Sufficient Nexus ,
Summary Judgment ,
Wal-Mart
On January 16, 2015, the SEC withdrew its December 1, 2014 no-action letter in which it concurred with the view of Whole Foods Market, Inc. that the company was entitled under SEC Rule 14a-8(i)(9) to exclude from its proxy...more
2/26/2015
/ Corporate Governance ,
Management Proposals ,
Mary Jo White ,
No-Action Letters ,
Proxy Access Rule ,
Rule ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Whole Foods