On March 6, 2024, the SEC adopted new rules mandating climate-related disclosures in public companies’ annual reports and registration statements. As anticipated, the rules are facing multiple legal challenges, which have...more
5/20/2024
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Directors ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In December 2022, the U.S. Securities and Exchange Commission (SEC) modified the rules governing preset stock trading programs for corporate insiders, known as 10b5-1 plans, which begin taking effect this year. The new rules...more
1/27/2023
/ 10b5-1 Plans ,
Board of Directors ,
Corporate Counsel ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Filing Requirements ,
Insider Trading ,
New Amendments ,
New Rules ,
Securities and Exchange Commission (SEC)
On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements intended to address what it perceives may be abusive practices relating to Rule 10b5-1 trading...more
12/23/2022
/ 10b5-1 Plans ,
Amended Rules ,
Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure ,
Disclosure Requirements ,
Insider Trading ,
Policies and Procedures ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Directors of most for-profit U.S. corporations have long considered the corporation’s relationships with customers, employees, suppliers and the communities in which they operate — sometimes referred to as “stakeholders” — in...more
8/7/2020
/ Board of Directors ,
Business Judgment Rule ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Directors ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Human Rights ,
Oversight Duties ,
Shareholders ,
Stakeholder Engagement
Three significant trends mark the last decade in corporate governance, and they have only accelerated over time: (i) the dismantling of structural provisions that some shareholders believe insulate directors from...more
Institutional Shareholder Services Inc. (ISS), an influential proxy advisory firm, has launched its annual policy survey to inform its benchmark voting policies for 2020 and beyond. In an effort to streamline the process, ISS...more
7/26/2019
/ Board of Directors ,
Climate Change ,
Directors ,
Diversity ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Multi-Class Shares ,
Proxy Voting Guidelines ,
Public Comment ,
Publicly-Traded Companies ,
Surveys
A Delaware court opinion issued late last week may subject equity grants to directors to increased judicial scrutiny (Calma v. Templeton, No. 9579-CB (Del. Ch. Apr. 30, 2015)). In Calma, the Chancery Court denied the...more
5/6/2015
/ Director Compensation ,
Directors ,
Equity Plans ,
Executive Compensation ,
Fiduciary Duty ,
Grants ,
Heightened Scrutiny ,
Motion to Dismiss ,
Restricted Stocks ,
Shareholders ,
Standard of Review ,
Unjust Enrichment ,
Waste
On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Dodd-Frank amended Section...more
2/16/2015
/ CD&A ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Employees ,
Hedging ,
Item 402(b) ,
Proxy Statements ,
Regulation S-K ,
Section 14(j) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Although Insights is intended to cover a wide range of issues, there are a number of topics we believe will be of particular interest to directors and senior corporate executives. Below is an introduction to these topics and...more
1/29/2015
/ Board of Directors ,
C-Suite Executives ,
Corporate Counsel ,
Corporate Governance ,
Cybersecurity ,
Directors ,
Fiduciary Duty ,
Proxy Access Rule ,
Regulatory Standards ,
Risk Management ,
Shareholder Activism ,
Shareholders
For a number of years, the message for directors of U.S. public companies has been that their decisions face greater and greater scrutiny. While some of this enhanced scrutiny has come from federal and state governments,...more
As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more
2/19/2013
/ Annual Meeting ,
Audits ,
Compensation Committee ,
Compensation Consultant ,
Conflict Mineral Rules ,
Conflicts of Interest ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Form 10-K ,
Hedging ,
Institutional Shareholder Services (ISS) ,
Iran Threat Reduction and Syria Human Rights Act ,
Listing Standards ,
PCAOB ,
Political Contributions ,
Proxy Season ,
Resource Extraction ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
XBRL Filing Requirements