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
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
3/14/2024
/ Annual Reports ,
Climate Change ,
Compliance ,
Corporate Executives ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Financial Reporting ,
Form 10-K ,
Form 20-F ,
Greenhouse Gas Emissions ,
Internal Controls ,
Registration Statement ,
Risk Assessment ,
Securities and Exchange Commission (SEC)
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
6/13/2023
/ Clawbacks ,
Corporate Officers ,
Disclosure Requirements ,
Executive Compensation ,
Incentive Compensation ,
Indemnification ,
Listing Standards ,
Nasdaq ,
NYSE ,
Rule 10D-1 ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)
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
5/9/2023
/ Amended Rules ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 10-Q ,
Form 20-F ,
Publicly-Traded Companies ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Share Buybacks ,
Stock Repurchases ,
XBRL Filing Requirements
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
12/20/2022
/ C&DIs ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
GAAP ,
New Guidance ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
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
12/1/2022
/ Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
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
11/2/2022
/ Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
GAAP ,
Incentive Compensation ,
Publicly-Traded Companies ,
Regulation S-K ,
Sarbanes-Oxley ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
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
9/16/2022
/ Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Final Rules ,
Pay Ratio ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Total Shareholder Return (TSR)
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
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
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
5/20/2022
/ Board of Directors ,
Constitutional Challenges ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Financial Conduct Authority (FCA) ,
Form 10-K ,
Gender Equity ,
Institutional Investors ,
Listing Rules ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
State Constitutions ,
UK ,
Woman Board Members
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
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
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
12/30/2021
/ Annual Reports ,
Corporate Counsel ,
Disclosure Requirements ,
Final Rules ,
Foreign Corporations ,
Form 10-K ,
Form 20-F ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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
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
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
8/25/2021
/ Amended Rules ,
Audit Committee ,
Board of Directors ,
Conflicts of Interest ,
Corporate Governance ,
Disclosure Requirements ,
NYSE ,
Publicly-Traded Companies ,
Regulation S-K ,
Related Parties ,
Securities and Exchange Commission (SEC)
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
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
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
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
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
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
9/24/2020
/ Business Strategies ,
Corporate Governance ,
Disclosure Requirements ,
Financial Statements ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Human Capital ,
Item 101 ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-K ,
Risk Factors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
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
7/31/2020
/ Amended Rules ,
Anti-Fraud Provisions ,
Disclosure Requirements ,
Exemptions ,
Final Rules ,
Fund Managers ,
Institutional Shareholder Services (ISS) ,
Investment Adviser ,
Investors ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Solicitation
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