On March 6, 2024, the Securities and Exchange Commission (the “SEC”) adopted final climate disclosure rules (the “Final Rules”)1 to take effect as early as the beginning of the 2025 fiscal year. On April 4, 2024, the SEC...more
7/11/2024
/ Climate Change ,
Disclosure Requirements ,
Final Rules ,
Financial Statements ,
Governance Standards ,
Greenhouse Gas Emissions ,
Regulation S-K ,
Risk Management ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more
1/2/2024
/ 10b5-1 Plans ,
401k ,
Audits ,
Beneficial Owner ,
Clawbacks ,
Climate Change ,
Compliance ,
Cooling-Off Rule ,
Cybersecurity ,
Disclosure Requirements ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Form 10-K ,
Glass Lewis ,
Incentive Compensation ,
Insider Trading ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
NYSE ,
Passive Investments ,
Popular ,
Price Inflation ,
Quarterly Report ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Rule 10D-1 ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Stock Repurchases ,
Supply Chain
Location/Format of Annual Meeting. Given the continuing uncertainty surrounding the constantly evolving COVID-19 pandemic situation, an important decision for companies as we head into the proxy season will be the format of...more
Amendments to Regulation S-K Items 300. In 2020, the Securities and Exchange Commission (“SEC”) adopted amendments to Items 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), and Item 303...more
12/31/2021
/ 10b5-1 Plans ,
Capital Expenditures ,
Climate Change ,
Disclosure Requirements ,
Dodd-Frank ,
Goods or Services ,
Greenhouse Gas Emissions ,
Human Capital ,
MD&A Statements ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
On August 6, 2021, the Securities and Exchange Commission (“SEC”) adopted the Nasdaq Stock Market LLC’s (“Nasdaq”) proposed board diversity rule. The rule is intended to encourage greater board diversity by requiring board...more
9/8/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
Disclosure Simplification (New Rules in Place). In March 2019, the Securities and Exchange Commission (“SEC”) adopted certain amendments as part of its continuing efforts to modernize and simplify provisions of Regulation...more
1/6/2020
/ Corporate Governance ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Electronic Filing ,
Enforcement Actions ,
Form 10-K ,
GAAP ,
MD&A Statements ,
Mylan Pharmaceuticals ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more
12/26/2018
/ Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Final Rules ,
GAAP ,
MD&A Statements ,
Proposed Amendments ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
SASB ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders ,
Smaller Reporting Companies
Dear clients and friends,
We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more
12/27/2017
/ C&DIs ,
Conflict Mineral Rules ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Financial CHOICE Act ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
NYSE ,
Pay Ratio ,
Proxy Season ,
Proxy Voting Guidelines ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
In the Spring 2017 issue of our Corporate Communicator, we included a brief discussion of the status of the conflict minerals rules contained in Rule 13p-1 of the Securities Exchange Act of 1934, as amended (the “Exchange...more
In this issue of the Corporate Communicator, we bring you an article about the SEC’s recently released proposal to adopt rules for the clawback of executive compensation. The proposal is already controversial and it may prove...more
8/20/2015
/ Board of Directors ,
Clawbacks ,
Corporate Officers ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Financial Statements ,
Incentive Compensation ,
Indemnification ,
Internal Revenue Code (IRC) ,
Reporting Requirements ,
Section 409A ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010) added Section 13(p) to the Securities Exchange Act of 1934, as amended (the Exchange Act), mandating that the SEC adopt regulations relating...more
PROXY SEASON PREVIEW -
Say-on-Pay and Equity Compensation Plans -
Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more
12/31/2013
/ Board of Directors ,
Clawbacks ,
Conflict Mineral Rules ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Equity Compensation ,
Executive Compensation ,
Fiduciary Duty ,
Financial Reporting ,
Form SD ,
Loss Contingencies ,
Say-on-Pay ,
Shareholder Litigation ,
Shareholder Proposals ,
Shareholder Votes ,
Shareholders
In this issue of the Corporate Communicator, we provide a summary of the Securities and Exchange Commission’s recently proposed pay ratio disclosures. The pay ratio (sometimes referred to as the “pay disparity” ratio)...more
Final Rules on Compensation Committee Listing Standards -
On June 20, 2012, the Securities and Exchange Commission (SEC) adopted Exchange Act Rule 10C-1 implementing listing standard requirements pursuant to Section 952...more
In This Issue:
- 2013 Annual Meeting Season
- Dealing with ISS and Other Proxy Advisory Firms this Proxy Season
- SEC Update
- Other NYSE/NASDAQ Developments
- Delaware Law Update — Delaware Court Applies...more
12/29/2012
/ Audits ,
Board of Directors ,
Compensation Committee ,
Conflict Mineral Rules ,
Directors ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Institutional Shareholder Services (ISS) ,
Iran Threat Reduction and Syria Human Rights Act ,
Listing Standards ,
Nasdaq ,
NYSE ,
Pay-for-Performance ,
Proxy Season ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation