Many private companies have not kept up with recent changes affecting when certain disclosures or reports may be required. That consensus, along with other takeaways, emerged in recent panel discussions at the Society for Corporate Governance’s ESSENTIALS conference, including “Private Companies: Governance Structure” and a roundtable on emerging issues for private companies. These panels featured Orrick Partner Albert Vanderlaan and others. Key takeaways:

• The beneficial ownership requirements of the Corporate Transparency Act represent a big change – but many companies have not realized the magnitude of the change or missed the requirements altogether.
• The effects of a new California law requiring companies to disclose information on climate change also has not fully set in. Some companies have not grasped the longer lead time needed to ensure they will be able to comply with the rules based on the first reporting year of 2025.
• Expanding enterprise risks – driven by AI, cybersecurity and climate change scrutiny – are prompting conversations around how boards manage risk oversight. More audit committee chairs are pushing back at having the audit committee oversee more risk areas outside of the financial arena. Boards are struggling with whether to have more committees or the full board take on more of these matters.