On March 12, the Staff of the SEC issued interpretive guidance in a no-action letter (the No-Action Letter) agreeing with an interpretation of Rule 506(c) proposed by a major international law firm (the Request Letter). ...more
For the upcoming 2024 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and...more
12/6/2023
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
Although registrants have already had to comply with the Final Rules in annual reports, proxy statements and information statements beginning with the fiscal year ended on or after Dec. 16, 2022, registrants continue to have...more
11/9/2023
/ C&DIs ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
The U.S. Supreme Court’s decision in Students for Fair Admissions, Inc. v. President and Fellows of Harvard Coll., No. 20-1199, 600 U.S. – (U.S. June 29, 2023) has opened the door to future legal challenges against DE&I...more
7/13/2023
/ Acquisitions ,
Affirmative Action ,
Civil Rights Act ,
Compliance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Due Diligence ,
Mergers ,
Private Equity ,
Private Equity Funds ,
Risk Assessment ,
Risk Management ,
SCOTUS ,
Students for Fair Admissions v Harvard College ,
Students for Fair Admissions v University of North Carolina ,
Target Company ,
Title VII
As registrants work toward including the new required Item 402(v) of Regulation S-K executive compensation disclosure, the SEC issued new C&DIs to provide some much-needed guidance in applying the Final Rules....more
Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more
12/15/2022
/ Annual Meeting ,
Beneficial Owner ,
Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Requirements ,
Human Capital ,
MD&A Statements ,
Proposed Rules ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
Key Takeaways -
..On August 25, 2022, the Securities and Exchange Commission (“SEC”) adopted final pay-versus-performance rules (the “Final Rules”) that guide the implementation of Section 953(a) of the Dodd-Frank Act,...more
9/2/2022
/ Annual Reports ,
CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Foreign Private Issuers ,
Information Reports ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Total Shareholder Return (TSR)
The SEC has reopened the comment period for the 2015 Proposal regarding the Dodd-Frank Act pay-versus-performance rule. In conjunction with the reopening, the SEC has proposed several additional disclosure requirements in an...more