Last month, the Securities and Exchange Commission (SEC) reemphasized just how serious companies must be about maintaining a vigilant cybersecurity posture and procedures to report cyber incidents in a timely manner....more
6/21/2024
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Form 8-K ,
Materiality ,
Publicly-Traded Companies ,
Regulation SCI ,
Securities and Exchange Commission (SEC) ,
Settlement
In less than three months, public companies and certain foreign private companies will have to take additional steps after cybersecurity breaches: deciding whether an incident meets the materiality threshold that requires...more
9/29/2023
/ Compliance ,
Compliance Dates ,
Corporate Governance ,
Customer Proprietary Network Information (CPNI) ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
FCC ,
Final Rules ,
Foreign Private Issuers ,
Form 8-K ,
Materiality ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On November 19, the U.S. Securities and Exchange Commission (SEC) continued its ongoing efforts to streamline and enhance its disclosure regime by adopting amendments to Items 301, 302, and 303 of Regulation S-K. These...more
12/4/2020
/ Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Financial Reporting ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Sustainability
While it has only been three months since calendar year companies began preparing for their first quarter Form 10-Q filings, in many ways it has felt much longer. In those three months, the U.S. has gone from mostly being...more
Due to the COVID-19 pandemic, many companies are holding their annual stockholder meetings through either virtual or remote channels of communication (“virtual meeting”). Of those companies holding virtual meetings, a large...more
As calendar year companies begin preparing for their first quarter Form 10-Q filings, COVID-19-related disclosures will be top of filers’ minds. Yet, frequent and rapid changes in the impacts of COVID-19 and the varied...more
Public companies impacted by the coronavirus pandemic still have time to access regulatory relief from the Securities and Exchange Commission (SEC) for filings due by April 30. In addition, the SEC is providing companies...more
For companies that have yet to file their Form 10-K or companies that have filed their Form 10-K but are already thinking about their next filing with the Securities and Exchange Commission (SEC), preparing disclosures...more
3/5/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Relief Measures ,
Securities and Exchange Commission (SEC)
New SEC Commissioner Robert J. Jackson Jr. (sworn in last January) delivered an interesting speech last week at the Center for American Progress highlighting an apparent connection between corporate stock buybacks and insider...more
It’s been a year since I wrote about The Board’s Overlooked Role in Compliance. At the time, it seemed that momentum was building for more proactive board engagement in establishing and overseeing compliance programs....more
Public company focus on environmental, social, and governance issues has been trending upward for years, largely at the insistence of investors, employee, regulators, and other company stakeholders. A recent report entitled...more
In late February, the SEC approved what it labeled “Guidance on Public Company Cybersecurity Disclosures.” And, sure enough, about three-quarters of its 24 pages focus on the various categories and locations of cybersecurity...more
Sustainability concepts are now widely accepted as legitimate, mainstream considerations for boards of directors and corporate management. As a result, many companies now routinely consider the long-term impact on their...more
TerraLex recently published The General Counsel Excellence Report 2017, which tracks the continuing evolution of the role of corporate general counsel to encompass important nontraditional areas of focus and responsibilities....more
Board composition is increasingly at the forefront of governance activists’ focus and initiatives. A recent, high-profile example of this comes from New York City Comptroller Scott M. Stringer and the New York City Pension...more
Back in September 2015, the New York Stock Exchange amended the NYSE Listed Company Manual to:
..expand the pre-market hours during which NYSE-listed companies must provide prior notice of material news,
..expand the...more
I am sometimes surprised by the number of insiders who trade in their company’s stock outside of Rule 10b5-1 trading plans. It is often said, with some accuracy, that executive officers, directors and other insiders always...more
Well, we’re more than half-way through the year, Independence Day has come and gone, the 2018 proxy season is closer than it used to be, and we still don’t know whether pay ratio disclosures will go away.
A brief...more
As the 2017 proxy season draws to a close for most companies, it is obvious that shareholder activism remains alive and well, though the actual number of public activist campaigns appears to have tapered off slightly as...more
Not long ago, I wrote about the growth of sustainability reporting among public companies. (See this Doug’s Note.) It is now widely believed that effective sustainability reporting, also called “corporate social...more
Several years ago, voluntary sustainability reporting in proxy statements, annual reports to shareholders, websites and special sustainability reports to various stakeholders began to take hold, even as the SEC continued to...more
Earlier this month, the staff of NYSE Regulation issued its annual guidance memorandum, which highlights recent NYSE developments and other points of emphasis for the coming year. This year’s guidance includes nearly twenty...more
Well, it wouldn’t be February without a “helpful” reminder that Form SD filings are due on May 31st and a new development that casts confusion over the process. This year, the confusion comes in the form of last week’s...more
Last August, I wrote about the Commonsense Principles of Corporate Governance recently advocated by a group of executives at thirteen major companies and investor institutions for the purpose of providing “a basic framework...more
More and more companies are moving to virtual-only or hybrid (both virtual and physical) annual shareholder meetings, though they remain in a substantial minority. Other companies sometimes pause to consider virtual meetings...more