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Preparing to Comply with the SEC’s New Climate Rules

On March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules relating to climate-related risks, which are available here. The new rules will require extensive new disclosures, which in turn will require...more

SEC Adopts Final Rules Regarding Climate-Related Disclosures

On March 6, 2024, the Securities and Exchange Commission (SEC) adopted, by a 3-2 vote, final rules regarding the enhancement and standardization of climate-related disclosures... The final rules are the culmination of...more

FAQs on Nasdaq & NYSE Executive Compensation Clawback Policy Requirements

*Timing Update* The New York Stock Exchange (“NYSE”) and Nasdaq filed amendments to their proposed rules requiring that all listed companies adopt adequate clawback policies on executive compensation. Under the amended...more

Heightened Share Repurchase Disclosure Adopted by SEC

The U.S. Securities and Exchange Commission (SEC) has adopted final rules that seek to modernize and improve disclosures related to stock buyback programs. The rules apply to all domestic issuers, Listed Closed-End Funds and...more

SVB Closure: Public Company Disclosure Considerations

Since Friday, March 10, 2023, more than 300 public companies have filed current reports on Form 8-K regarding the closure of Silicon Valley Bank ("SVB"). Company disclosure in these 8-Ks falls essentially into four...more

New Fee Table Rule Change Reminder

Don’t forget that new SEC rules went into effect on January 31, 2022 to modernize filing fee disclosure and payment methods for securities transactions...more

Primary Direct Listings

What you need to know about this IPO alternative - On December 22, 2020, the Securities and Exchange Commission (SEC) approved a NYSE rule that permits an issuer, at the time of an initial listing on the NYSE, to conduct a...more

SEC Issues Guidance on Interplay Between Form S-3 and Relief Under COVID-19 Order

As many companies consider the need to raise capital, the SEC has provided FAQs that address how taking advantage of the relief provided under the COVID-19 Order may impact offerings of securities using Form S-3. As described...more

Governor Baker Provides Relief to Massachusetts Public Companies by Permitting Virtual-Only Annual Meetings amid COVID-19 Pandemic

What do Massachusetts public companies need to know now? Q: WHY WAS AN EMERGENCY ORDER NECESSARY? A: Section 7.08 of the Massachusetts Business Corporation Act, or MBCA, prohibits public companies incorporated in...more

It’s the little things.

The SEC is rapidly responding to the ongoing COVID-19 crisis in ways big and small. For persons who are entering the SEC reporting system for the first time, which could be because they have been newly appointed an executive...more

COVID-19 Relief—A Public Company Quick Reference Guide

Order Under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder - Q: Who is eligible for additional time to make required SEC...more

And the investment banks shall lead the way?

Recent headlines have been filled with the news from Davos that effective July 1, 2020 Goldman Sachs will not underwrite companies that do not have at least one diverse board member. They plan to raise the target to two...more

Let's talk about gun jumping . . .

WeWork, rebranded as The We Company earlier this year, officially withdrew its IPO registration statement on September 30, 2019. The company has had an unusually rocky ride from its August 14, 2019 public filing to an outcome...more

Corporate Social Responsibility: Emerging Expectations for Public Companies

Why You and Your Board Need to Adapt to New Forms of Consumer Advocacy - Public companies are facing heightened expectations with respect to the social and environmental impacts of their business operations. Recent...more

SEC Report on ICOs and Token Sales – “If It Sounds Too Good to be True…”

On July 25, 2017, the SEC issued an investigative report to advise those who have used or may consider using a virtual organization or capital raising entity that uses distributed ledger or blockchain technology to facilitate...more

Additional SEC Guidance on Pay Ratio Disclosure

As issuers prepare for the pay ratio disclosures that will be required with respect to fiscal years beginning on or after January 1, 2017, the Division of Corporation Finance issued new Compliance & Disclosure Interpretations...more

Non-GAAP Financial Disclosures – Redux

Prefaced by public statements of SEC officials about improper use of non-GAAP financial measures, the Staff of the Division of Corporation Finance issued new and revised Compliance & Disclosure Interpretations (“C&DIs”) on...more

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