News & Analysis as of

Diversity Regulation S-K

Keating Muething & Klekamp PLL

Securities Snapshot: 1st Quarter 2024

NEW CLIMATE-DISCLOSURE RULES SUBJECT TO HEAT OF LEGAL CHALLENGES - While your winter blues are hopefully melting away, recent rule making from the Securities and Exchange Commission is feeling the heat of several lawsuits....more

Snell & Wilmer

Corporate Communicator - July 2023

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SEC Enhancement of Share Repurchase Disclosure Requirements - On May 3, 2023, the Securities and Exchange Commission (the “SEC”) announced its adoption of amendments to the provisions of Item 703 of Regulation S-K (“Item...more

Morrison & Foerster LLP

Preparing for the 2023 Proxy Season

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Public companies need to consider recent developments when preparing for the 2023 proxy and annual reporting season. We summarize key regulatory developments, recent guidance, important disclosure considerations and updates...more

Seyfarth Shaw LLP

SEC’s Approval Inches NASDAQ Closer to Implementing Board Diversity Listing Requirements

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Late last year, Nasdaq submitted for approval to the Securities and Exchange Commission the proposed listing Rule 5605(f) and Rule 5606 requiring all, with a few exceptions, of Nasdaq’s roughly 3,249 listed companies to have...more

Cooley LLP

Blog: Lots to see on the SEC’s Spring 2021 Reg Flex Agenda

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Late Friday, the SEC announced that its Spring 2021 Regulatory Flexibility Agenda—both short-term and long-term—has now been posted. And it’s a doozy. According to SEC Chair Gary Gensler, to meet the SEC’s “mission of...more

Cooley LLP

Blog: After climate, is enhanced diversity disclosure next?

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It’s not just mandatory climate disclosure that’s on the agenda for Acting SEC Chair Allison Lee. Last week, as reported by Reuters, in remarks to a forum for securities industry professionals, she said that the SEC “should...more

Stoel Rives LLP

In Case You Missed It: Interesting Items for Corporate Counsel - February 2021

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As we continue to stumble into 2021, initially disappointed that our low expectations for a relatively better year lasted only six days, our editorial staff hews to the clamor for a calming retrospective on legal happenings...more

Perkins Coie

Preparing for the 2021 Public Company Reporting Season

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In anticipation of the upcoming reporting season, we highlight rule changes, guidance, and trends for public companies to consider in preparing annual report and proxy statement disclosures in 2021. During 2020, the U.S....more

Proskauer Rose LLP

Nasdaq Proposes New Board Diversity Requirements for Listed Companies

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On December 1, 2020, Nasdaq proposed new listing rules that, if approved by the SEC following a public comment period, would require Nasdaq-listed companies either to have, or explain why they do not have, at least two...more

Kramer Levin Naftalis & Frankel LLP

Diversity in the Boardroom: A Litigation and Governance Update

Recent events have brought renewed attention to the push for greater diversity in the boardroom. In this alert, we discuss several developments highlighting the need for public company directors to remain focused on diversity...more

Cooley LLP

Blog: SEC Commissioner Lee makes her case for diversity and climate disclosure

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SEC Commissioner Allison Lee has been speaking up quite a bit recently about diversity and inclusion and about climate change—and not just at SEC open meetings. In her recent dissents in voting on proposals regarding...more

Morrison & Foerster LLP

Recent Changes In Human Capital And D+I For Public Companies

On August 26, 2020, the Securities and Exchange Commission (SEC) announced, as part of its ongoing initiative to modernize Regulation S-K disclosure, amendments that add human capital resources as a separate disclosure topic,...more

Akin Gump Strauss Hauer & Feld LLP

Top 10 Topics for Directors: Board Diversity

Board Diversity: A Reflection on Improvement and a Look Ahead for the Coming Decade - In the second half of this decade, diversity and inclusion rose to the forefront of top priorities for many companies. Due to evolving...more

Dorsey & Whitney LLP

Did You Remember These Developments for the 2020 SEC Reporting Season?

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Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more

Cooley LLP

Blog: What’s on the SEC’s new fall 2019 agenda?

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SEC Chair Jay Clayton has streamlined the Regulatory Flexibility Act Agenda to limit it to the rulemakings that the SEC actually expects to take up in the subsequent period. Clayton has previously said that the short-term...more

Perkins Coie

2019 Corporate Governance Hot Topics

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The following update highlights recent corporate governance hot topics and trends for directors of public companies. Board Oversight of Mission-Critical Risks - In June 2019, the Delaware Supreme Court allowed a Caremark...more

Dechert LLP

Global Private Equity Newsletter - Spring/Summer 2019 Edition: Breaking the Mold through Diversity in the Board Room

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Private equity sponsors have typically exited their investments through a sale or public offering. While sales to a strategic or another private equity sponsor predominate, public offerings still represent an attractive...more

Skadden, Arps, Slate, Meagher & Flom LLP

Reminders for Annual Meeting Proxy Materials

When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related SEC staff guidance, as well as stock exchange listing...more

Dechert LLP

SEC Staff Issues New Guidance on Board Diversity Disclosures

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The staff of the U.S. Securities and Exchange Commission recently issued new Compliance & Disclosure Interpretations (116.11 & 133.13) encouraging public companies to provide details on how they consider diversity when making...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues Interpretive Guidance on Board Diversity Disclosures

On February 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission published new interpretive guidance regarding board diversity disclosures, which should be considered when preparing...more

Sheppard Mullin Richter & Hampton LLP

SEC Issues New Guidance on Diversity Disclosure Requirements

On February 6, 2019, the Securities and Exchange Commission released two Compliance and Disclosure Interpretations (CDIs) discussing disclosure requirements in instances where a director or board nominee self-identifies...more

Akin Gump Strauss Hauer & Feld LLP

Diversity Disclosure Requirements: SEC Staff Issues New C&DIs Clarifying Regulation S-K Requirements

Last week, the Staff of the Division of Corporation Finance (the SEC Staff) of the Securities and Exchange Commission (SEC) released new compliance and disclosure interpretations (116.11 and 133.13) (the New C&DIs), which...more

White & Case LLP

As the 2019 Proxy Season Approaches, Corp Fin Issues C&DI Addressing Board Diversity Disclosures

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On February 6, 2019, the Securities and Exchange Commission's Division of Corporation Finance ("Corp Fin") posted two identical Compliance & Disclosure Interpretations ("C&DIs") relating to diversity disclosure under Items...more

Dorsey & Whitney LLP

When It Comes to Self-Identified Diversity: Trust But Verify

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On February 6, 2019, the SEC’s Division of Corporation Finance released Compliance and Disclosure Interpretations (identical Questions 116.11 and 133.13) advising companies on how they should disclose directors’...more

Locke Lord LLP

SEC Issues New C&DIs Regarding Disclosure of Board Qualifications and Diversity Characteristics

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On February 6, 2019, the SEC staff issued two new identical C&DIs that apply to Item 401 of Regulation S-K, Question 116.11, and Item 407 of Regulation S-K, Question 133.13. The new interpretation provides guidance on...more

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