News & Analysis as of

Publicly-Traded Companies Disclosure Requirements Directors

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing Now for the SEC’s New Climate Rules

On March 6, 2024, the SEC adopted new rules mandating climate-related disclosures in public companies’ annual reports and registration statements. As anticipated, the rules are facing multiple legal challenges, which have...more

WilmerHale

Recent SEC Enforcement Actions Highlight Importance of D&O Questionnaires

WilmerHale on

A number of recent SEC enforcement actions alleging failure to disclose perquisites, summarized below, highlight the importance of the questionnaires routinely used in connection with the preparation of SEC reports and proxy...more

Burns & Levinson LLP

Client Advisory: Executive Compensation and Clawbacks

Burns & Levinson LLP on

Clawback compensation has been a longstanding tool for both public and private companies to recoup excesses paid to employees after the occurrence of certain untoward events. For example, it is not uncommon to find clawback...more

BCLP

Jump Start on Disclosure Changes and Updates for Q2 2023 SEC Filings

BCLP on

As we near June 30, 2023, companies are advised to get a jump start on disclosure changes and possible updates to upcoming Form 10-Qs (or Form 10-Ks in the case of non-calendar year companies). The SEC recently updated the...more

Wilson Sonsini Goodrich & Rosati

SEC Extends Time for Review of NYSE and Nasdaq Clawback-Related Listing Standards

On April 24, 2023, the U.S. Securities and Exchange Commission (SEC) extended the time period for its review and approval of the clawback-related listing standards from April 27, 2023 to June 11, 2023....more

Wilson Sonsini Goodrich & Rosati

Corp Fin Publishes New CDIs on Clawback Rules – Addresses Cover Page Check Boxes

On January 27, 2023, the SEC’s Division of Corporation Finance (Corp Fin) published four new Compliance and Disclosure Interpretations (CDIs) relating to the SEC’s recently adopted clawback rules. Please refer to our previous...more

Wilson Sonsini Goodrich & Rosati

2022 Silicon Valley 150 Corporate Governance Report

Wilson Sonsini Goodrich & Rosati is pleased to present our 2022 Silicon Valley 150 Corporate Governance Report, which reviews the corporate governance practices and disclosures of the Valley’s largest public companies. ...more

White & Case LLP

SEC Adopts Amendments to Rule 10b5-1

White & Case LLP on

On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted amendments to Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Plans adopted pursuant to Rule 10b5-1...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Amends Rules for Rule 10b5-1 Trading Plans and Adds New Disclosure Requirements

On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements intended to address what it perceives may be abusive practices relating to Rule 10b5-1 trading...more

Foley Hoag LLP - Public Companies & the Law

SEC Amends Rule 10b5-1

In August 2000, the Securities and Exchange Commission (“SEC”) adopted Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which, among other things, established an affirmative defense to a...more

Wilson Sonsini Goodrich & Rosati

SEC Adopts Final Clawback Rules

On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules that will ultimately require public companies to adopt, enforce, and disclose policies to recover (or “clawback”) excess...more

Allen Matkins

SEC Reopens Comment Period On Deeply Flawed Proposed Claw-Back Rules

Allen Matkins on

Seven years ago, the Securities and Exchange Commission proposed rules that would direct the national securities exchanges and national securities associations to establish listing standards that would require each issuer to...more

Keating Muething & Klekamp PLL

SEC Rules Establish New Requirements For Director Elections, Universal Proxy Cards And Enhanced Proxy Disclosures; Additional...

In a move we expect will pave the road for an increase in proxy contests, on November 17, 2021, the Securities and Exchange Commission adopted new Rule 14a-19 and amendments to existing rules under the Securities Exchange Act...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - November 2019

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more

White & Case LLP

Corp Fin Director Highlights the Need for Tailored Brexit Disclosures and Principles-Based Sustainability Disclosures

White & Case LLP on

In his March 15, 2019 speech1 at the 18th Annual Institute on Securities Regulation in Europe, William Hinman, Director of the Securities and Exchange Commission's ("SEC") Division of Corporation Finance ("Corp Fin"),...more

Wilson Sonsini Goodrich & Rosati

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

Perkins Coie

Changing Proxy Rules: SEC Proposes to Require Universal Proxy Cards

Perkins Coie on

The SEC, by a two-to-one vote on October 26, 2016, proposed amendments to its proxy rules to require universal proxy cards in contested director elections at annual meetings of listed U.S. public companies. If adopted, the...more

Smith Anderson

SEC Approves Nasdaq “Golden Leash” Disclosure Rule

Smith Anderson on

On July 1, 2016, the Securities and Exchange Commission approved Nasdaq’s proposal for a “golden leash” disclosure rule (Rule 5250(b)(3)) requiring listed companies to publicly disclose benefits given by investors or other...more

Proskauer - Tax Talks

SEC Approves New Nasdaq Rule 5250(b): Disclosure of “Golden Leash” Arrangements

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The SEC recently released an order approving new Nasdaq listing standard 5250(b)(3), which will require a public issuer to disclose cash and non-cash remuneration (e.g., health insurance, indemnification) that a third party...more

Dechert LLP

The Claws Are Out – SEC Proposes Clawback Regulations Under Dodd-Frank

Dechert LLP on

Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Securities and Exchange Commission (“SEC”) has issued the last of its proposed rules to implement the...more

Morrison & Foerster LLP

SEC Charges Directors, Officers and Major Investors for Failing to Update Disclosures Prior to Announcements of Going Private...

On March 13, 2015, the U.S. Securities and Exchange Commission announced settlement proceedings against officers, directors, and major shareholders of several companies that were recently taken private for failing to update...more

Morgan Lewis

SEC Targets Corporate Insiders for Failing to Promptly Disclose Stock Transactions

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The Commission has announced an unprecedented enforcement initiative against officers, directors, and major stockholders for violating beneficial ownership reporting requirements and against public companies for their roles...more

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