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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

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

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

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 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

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

MD&A And Other Financial Disclosure Amendments Become Effective

The U.S. Securities and Exchange Commission approved amendments to Items 301, 302, and 303 of Regulation S-K in November 2020, as described in a previous Goodwin client alert, “SEC amends MD&A and Other Financial Disclosure...more

Effective Date For Amended MD&A And Other Financial Disclosure Rules

The amendments to the financial disclosure requirements for Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A,” Regulation S-K Item 303), Supplemental Financial Information (Item...more

SEC Amends MD&A and Other Financial Disclosure Rules

The U.S. Securities and Exchange Commission (“SEC”) has adopted amendments to several of the financial disclosure requirements in Regulation S-K. Continuing the SEC’s efforts to modernize and streamline its disclosure...more

Regulation S-K Amendments Effective November 9, 2020

The SEC approved amendments to Items 101, 103, and 105 of Regulation S-K in late August, as described in a recent client alert, “SEC Adopts Third Round of Disclosure Modernization.” The amendments were published in the...more

SEC Adopts Third Round of Disclosure Modernization

The Securities and Exchange Commission has adopted the third group of amendments to its disclosure requirements, originally proposed in August 2019 and discussed in an earlier Goodwin client alert. The amendments, which are...more

SEC Adopts Final Rules Addressing Proxy Advisory Firms

On July 22, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its proxy rules addressing proxy voting advice provided by proxy advisory firms, such as ISS and Glass Lewis. The amendments were originally...more

SEC Issues Additional COVID-19 Disclosure Guidance

Further guidance on COVID-19 disclosure considerations has been issued by the Division of Corporation Finance (Division) of the U.S. Securities and Exchange Commission (SEC). The new guidance highlights the SEC’s focus on...more

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