Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements....more
5/21/2024
/ Acquisitions ,
Antitrust Provisions ,
Artificial Intelligence ,
Capital Markets ,
Climate Change ,
Competition ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Services Industry ,
Machine Learning ,
Mergers ,
New Rules ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Spinoffs ,
Tax-Free Spin-Offs ,
Taxation ,
Technology ,
White Collar Crimes
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
The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions...more
4/10/2024
/ Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
When finalizing proxy materials for annual shareholder meetings, companies should consider the following areas, which are described in more detail below:
- SEC Proxy Filing Requirements
- Proxy Statement Disclosures...more
On March 6, 2024, the Securities and Exchange Commission (SEC) voted 3-2 to adopt new rules mandating climate-related disclosures in public companies’ annual reports and registration statements. While the final rules are...more
3/11/2024
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On August 25, 2023, the staff of the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued guidance to address certain open questions on the amendments to Rule 10b5-1 and related disclosure...more
9/5/2023
/ 10b5-1 Plans ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Publicly-Traded Companies ,
Regulation S-K ,
Required Forms ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Options
On July 26, 2023, the U.S. Securities and Exchange Commission (SEC) voted 3-2 to adopt final rules that are intended to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and...more
7/28/2023
/ Compliance ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
New Rules ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Required Forms ,
Risk Management ,
Securities and Exchange Commission (SEC)
As predicted in our February 1, 2023, client alert, “ESG in 2022 and Predictions for 2023,” a global economic slowdown and ongoing backlash in the U.S. have slowed the momentum of some aspects of the environmental, social and...more
7/18/2023
/ Activist Investors ,
Biodiversity ,
Competition ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
Financial Markets ,
Financial Reporting ,
Financial Services Industry ,
Green Energy ,
Investment ,
Investors ,
Legislative Agendas ,
Popular ,
Regulatory Agenda ,
Remuneration ,
Sustainability ,
UK
On May 3, 2023, the U.S. Securities and Exchange Commission adopted rule amendments requiring enhanced disclosures pertaining to issuers’ repurchases of equity securities. The new rules, prompted by a perception that some...more
SEC Proxy Filing Requirements -
File proxy card, Notice of Internet Availability and other soliciting materials with the SEC. In addition to filing the proxy statement, companies should confirm that the proxy card, the...more
3/20/2023
/ Corporate Governance ,
Disclosure Requirements ,
Diversity ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Equity Compensation ,
Filing Requirements ,
Nasdaq ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Universal Proxy Cards
New SEC rules on Rule 10b5-1 preset trading plans for insiders add lengthy “cooling-off periods” for directors and officers between the time they establish a plan and the date a first trade can be made.
Most multiple...more
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
On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more
12/8/2022
/ Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Investment ,
New Rules ,
Overboarding ,
Popular ,
Proxy Season ,
Proxy Voting ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
Companies have important decisions to make as they prepare for the 2023 annual meeting and reporting season.
We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more
Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than May 31, 2022.
The conflict minerals disclosure rules and related guidance have remained at...more
On March 21, 2022, the Securities and Exchange Commission (SEC) voted 3-1 to propose long-anticipated rules mandating climate-related disclosures in companies’ annual reports and registration statements. The proposed rules...more
3/29/2022
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Proposed Rules ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On March 9, 2022, the Securities and Exchange Commission (SEC) proposed rules that are intended to enhance and standardize disclosures regarding cybersecurity risk management, strategy and governance, as well as cybersecurity...more
As companies finalize materials for annual shareholder meetings, we recommend consideration of the following key requirements and disclosures:
SEC proxy filing requirements; website and submission requirements; proxy...more
3/7/2022
/ Annual Meeting ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Proxy Advisors ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders
Throughout 2021, the importance of environmental, social and governance (ESG) matters proved to be even greater than many had expected, with ESG becoming a key area of focus for a range of stakeholders, particularly in the...more
Takeaways -
The SEC plans to propose an array of new disclosure requirements relating to ESG matters.
A record number of shareholder proposals involving environmental and social issues won majority support in...more
On December 15, 2021, the U.S. Securities and Exchange Commission (SEC) proposed several amendments and new disclosure requirements intended to address what it perceives as potentially abusive practices engaged in by public...more
12/23/2021
/ 10b5-1 Plans ,
Comment Period ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Services Industry ,
Foreign Private Issuers ,
Insider Trading ,
Proposed Amendments ,
Public Comment ,
Securities and Exchange Commission (SEC) ,
Stock Repurchases
Companies have important decisions to make as they prepare for the 2022 annual meeting and reporting season.
We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more
12/8/2021
/ Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Hart-Scott-Rodino Act ,
Insider Trading ,
MD&A Statements ,
Proxy Advisors ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On August 6, 2021, the Securities and Exchange Commission (SEC) approved the Nasdaq Stock Market’s (Nasdaq) proposal to amend its listing standards to encourage greater board diversity and to require board diversity...more
On August 19, 2021, the New York Stock Exchange (NYSE) filed an immediately effective rule change (Rule Proposal) restoring a transaction value and materiality threshold for related party transactions that require independent...more
8/26/2021
/ Audit Committee ,
Board of Directors ,
Disclosure Requirements ,
Independent Directors ,
Listed Company Manual ,
Listing Standards ,
NYSE ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act