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New SEC Climate Rules Stayed by Fifth Circuit - For Now

On March 6, 2024, the SEC adopted expansive new climate disclosure rules (the “Rules”). As noted in our March 12, 2024 client alert summarizing and analyzing the new Rules, litigation challenging the Rules was already...more

The Coming Storm: Preparing for The SEC's Final Climate-Related Disclosure Rules

On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final rules that will require expansive new climate-related disclosures in Form 10-K and Form 20-F annual reports and most registration statements....more

SEC Approves December 1st Deadline for NYSE and Nasdaq Clawback Policies: Preparations Companies Should Consider Undertaking Now

On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) approved amendments filed earlier that week by the New York Stock Exchange (NYSE) and The Nasdaq Stock Exchange (Nasdaq) that, among other things, provided...more

SEC Adopts Final Disclosure Rules for Company Share Repurchases

The US Securities and Exchange Commission (SEC) adopted amendments that will expand quarterly disclosure of share repurchases in Form 10-Q quarterly reports and Form 10-K annual reports filed by domestic operating companies....more

REITs Should Review Disclosure of Non-GAAP Financial Measures Based on New SEC Staff Guidance

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

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

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

ISS and Glass Lewis Issue 2023 Policy Updates

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis (GL) have issued their policy updates for the upcoming 2023 proxy season. In general, ISS’s updates build incrementally on positions the firm has...more

Frequently Asked Questions: Pay Versus Performance Final Rules - Update

The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our earlier client alert. These rules will require companies that are not...more

SEC Adopts Final Rules Requiring Disclosure and Recovery of Erroneously Awarded Incentive-Based Compensation

​​​​​​​On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more

Frequently Asked Questions: Pay Versus Performance Final Rules

The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our recent client alert. These rules will require companies that are not...more

SEC Adopts Final Rules Requiring Pay Versus Performance Disclosure in 2023 Proxy Statements

The U.S. Securities and Exchange Commission (SEC) has adopted final rules that will require significant new disclosures in proxy and information statements about the relationship between executive compensation actually paid...more

SEC Proposes Further Limitations on Proxy Statement Exclusion of Shareholder Proposals

On July 13, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed amendments to Rule 14a-8, which specifies the conditions under which companies can exclude shareholder proposals from the company’s proxy...more

SEC Adopts New Electronic Filing Requirements for “Glossy” Annual Reports, Form 144 Notices and Other Documents

On June 3, 2022, the U.S. Securities and Exchange Commission (SEC) announced that it had adopted amendments to its rules that will require electronic filing or submission of a variety of documents that SEC rules currently...more

California Law Requiring Female Directors on Public Company Boards Held Unconstitutional

Ruling Follows Similar Decision on Underrepresented Minority Directors in April 2022 - A California court has held that California Senate Bill 826, which required that “publicly held” corporations that listed a California...more

SEC Proposes Sweeping New Climate-Related Disclosure Rules

The U.S. Securities and Exchange Commission (SEC) has proposed amendments that would require domestic and foreign companies to include certain climate-related information in registration statements and periodic reports. Like...more

SEC Proposes Expanded and Accelerated Cybersecurity Disclosure by Public Companies

As a significant step in its ongoing initiatives on the disclosure, management and oversight of cybersecurity risks and incidents, on March 9, 2022 the U.S. Securities and Exchange Commission (SEC) proposed new rules that...more

SEC Filing Fee Exhibit, Payment and Related Changes

Amendments adopted by the U.S. Securities and Exchange Commission (SEC) have changed a variety of SEC rules, forms and schedules related to disclosure and payment of SEC filing fees. As summarized in an SEC fact sheet, the...more

SEC and PCAOB Prepare to Implement the Holding Foreign Companies Accountable Act

The U.S. Securities and Exchange Commission (SEC) has adopted final amendments that, in conjunction with final rules adopted by the Public Company Accounting Oversight Board (PCAOB) earlier this year and the recent...more

SEC Proposes Accelerated and Enhanced Share Repurchase Reporting

On December 15, 2021 the U.S. Securities and Exchange Commission (SEC) announced that it had proposed rules that would enhance and expand existing reporting of share repurchases by companies. The most significant proposal...more

ISS and Glass Lewis Issue 2022 Policy Guidelines

The two dominant proxy advisory firms — Institutional Shareholder Services (ISS) and Glass Lewis (GL) — have issued their policy updates for the 2022 proxy season. These updates reflect the continuing trend of institutional...more

New Rules for Proxy Contests: SEC Adopts Mandatory Universal Proxy Rules

The U.S. Securities and Exchange Commission (SEC) approved mandatory “universal proxy” on November 17, 2021. The final rules will apply to contested director elections at shareholder meetings held after August 31, 2022. The...more

SEC Publishes Sample Climate Change Comment Letter

The staff of the Division of Corporation Finance (“Staff”) of the U.S. Securities and Exchange Commission (“SEC”) published a sample comment letter on climate change disclosures on September 22, 2021. A brief statement that...more

NYSE Amends Related Party Transaction Approval Requirements

On August 19, 2021, the New York Stock Exchange amended its rules that require approval of related party transactions for NYSE-listed companies. This amendment, which is effective immediately, modifies an earlier amendment to...more

SEC Approves NASDAQ Board Diversity Rules

Updated – On August 6, 2021, the U.S. Securities and Exchange Commission approved Nasdaq’s Board Diversity Rules (the “Rules”). The Rules require Nasdaq-listed companies to have or explain why they do not have at least two...more

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