The Director of the Division of Corporation Finance of the SEC issued a statement last week relating to the recent SEC cybersecurity disclosure rules that require public companies to disclose the occurrence of material...more
5/28/2024
/ Banking Sector ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Investors ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Voluntary Disclosure
On March 6, 2024, almost two years after its originally proposed rules, the Securities and Exchange Commission (SEC) adopted final rules relating to the enhancement and standardization of climate-related disclosures. While...more
The 2024 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 21st Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
The Securities and Exchange Commission (SEC) announced today that it has issued an order postponing the effective date of its Share Repurchase Disclosure Modernization rule and, as a result, the rule is stayed pending further...more
On July 26, 2023, the SEC adopted final rules that require public companies to promptly disclose material cybersecurity incidents on Form 8-K and detailed information regarding their cybersecurity risk management and...more
On May 3, 2023, the SEC adopted new disclosure requirements for stock buybacks, including disclosure of daily share repurchase activity on a quarterly basis. These quarterly reports of daily share repurchase activity will be...more
The SEC’s Division of Enforcement has increasingly put the spotlight on disclosure controls— the processes that public companies use to collect information for disclosures in their public filings. The agency recently charged...more
The 2023 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 20th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
1/26/2023
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Proxy Season ,
Proxy Statements ,
Proxy Voting ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Shareholder Proposals ,
Shareholders
Foreign private issuers (“FPIs”) with a calendar year end must file their annual report on Form 20-F with the U.S. Securities and Exchange Commission (the “SEC”) no later than May 1, 2023....more
On December 14, 2022, the SEC adopted amendments that significantly change the requirements for Rule 10b5-1 plans, including by imposing a 90 to 120 day cooling-off period for plans adopted by directors and officers, and...more
On December 2, 2022, the SEC, acting through its Division of Trading and Markets, approved changes that Nasdaq had proposed to its regime for primary direct listings (which Nasdaq refers to as direct listings with a capital...more
The 2022 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 19th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
It is now time for foreign private issuers (FPIs) to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission (the SEC) by...more
On December 15, 2021, the Securities and Exchange Commission (SEC) proposed a new rule “intended to improve the quality, relevance and timeliness of information related to issuer share repurchases.” Specifically, the new rule...more
Recent comments by former SEC Chair Clayton and current SEC Chair Gensler called renewed attention to Rule 10b5-1 plans, which had also received recent legislative interest in Congress, contributing to the current rule...more
As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Securities and Exchange Commission (“SEC”) issued...more
As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Division of Corporation Finance of the U.S....more
COVID-19: DISCLOSURE AND CAPITAL MARKETS CONSIDERATIONS FOR US LISTED PUBLIC COMPANIES -
The outbreak and continuing spread of the novel coronavirus (“COVID-19”) and the related disruption to the worldwide economy are...more
Amendments eliminate audited three-year guarantor financial statement footnote and separate financial statements of subsidiaries whose shares are pledged; replaced with unaudited combined summarized financial information for...more
3/10/2020
/ Amended Regulation ,
Corporate Issuers ,
Debt Securities ,
Disclosure Requirements ,
Financial Statements ,
Guarantors ,
Parent Corporation ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
On December 30, 2019, New York State enacted the “Women on Corporate Boards Study Act” (the “Act”), which requires the New York Department of State and the Department of Taxation and Finance to conduct a study on the number...more
Concern for environmental and social issues has reached an inflection point. While traditional governance issues that have been a staple of investor advocacy and discussion (the “G” of ESG) continue to be important,...more
9/11/2019
/ Best Practices ,
Board of Directors ,
Business Plans ,
Business Strategies ,
Capital Investments ,
Capital Markets ,
CEOs ,
Corporate Governance ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Golden Parachutes ,
Pay Ratio ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Activism ,
Stakeholder Engagement ,
Woman Board Members
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to simplify and modernize disclosure requirements of Regulation S-K and certain forms....more
3/27/2019
/ Amended Rules ,
Disclosure Requirements ,
EDGAR ,
Financial Reporting ,
GAAP ,
IFRS ,
Initial Public Offering (IPO) ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On October 16, 2018, the Securities and Exchange Commission (SEC) issued a report outlining an investigation conducted by the SEC’s Division of Enforcement related to the internal accounting controls at nine public companies...more
10/30/2018
/ Cyber Crimes ,
Cybersecurity ,
Email ,
Enforcement ,
Fraud ,
Information Reports ,
Internal Controls ,
Interpretive Opinions ,
Popular ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Spoofing
On February 21, 2018, the Securities and Exchange Commission released new interpretive guidance on public company disclosures regarding cybersecurity risks and incidents....more
Significant acquisitions trigger specific financial statement requirements for the acquiring company. Part I of this publication covered when an acquisition is considered significant and what target and pro forma financial...more