Latest Posts › Corporate Governance

Share:

Primarily Non-Financial Corporate Reporting: Climate Change

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

Special Report: Primarily Non-Financial Corporate Reporting: Climate Change

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

Court Temporarily Stays New SEC Climate Change Disclosure Rules Amidst Widening Legal Challenges

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

Special Report: Primarily Non-Financial Corporate Reporting for U.S. Companies - Where to Start?

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

Option Grant Practices: A Trap for the Unwary – Spring-Loading and Bullet-Dodging

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

SEC Proposes Broad New Climate Change Disclosure Requirements

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

Expect New SEC Leadership To Require More ESG Reporting

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

SEC Adopts a More Principles-Based Approach to Public Company Disclosure Requirements

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

SEC Proposes Increasing the 13F Threshold to $3.5 billion

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

NYSE Takes Another Step to Facilitate Capital Raises In Light of Pandemic

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

Alternative Equity Offerings for Volatile Markets

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

NYSE Facilitates Private Financing to Assist Public Companies through the COVID-19 Period

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

Public Company Reporting in the Shadow of the Pandemic

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

A Practical Guide to the Regulation of Hedge Fund Trading Activities - Chapter 6: When Passive Hedge Funds Decide to Become...

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

SEC’s Division of Corporation Finance Revamps Administration of No-Action Requests Under Rule 14a-8 Regarding Shareholder...

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

SEC Identifies Policies, Procedures and Disclosures Related to Registered Investment Advisers’ Proxy Voting Responsibilities and...

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

Public Targets U.S. regulation of cross-border business combinations

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

Third Circuit Opinion Raises Uncertainty for the Ordinary Business Exclusion in Shareholder Proposals

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

SEC Timeout on Proxy Access Issue Has Wider Implications

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

19 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide