As Bloomberg Law recently reported, the SEC quietly disbanded its Climate and ESG Task Force, which had been active since March 2021 and played a key role in bringing enforcement actions against misleading environmental,...more
In the current political and business environment, companies are taking action to address a range of environmental and social issues.
Corporate attitudes have changed since the late 2010s, when environmental, social, and...more
8/28/2024
/ Business Strategies ,
Capital Investments ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Cybersecurity ,
Department of Labor (DOL) ,
Disclosure Requirements ,
Employee Retirement Income Security Act (ERISA) ,
Environmental Social & Governance (ESG) ,
Legislative Agendas ,
Regulatory Agenda ,
Reporting Requirements ,
Sustainability
This is another in a series of blogs we will be posting breaking down the SEC’s new climate disclosure rules.
We’re near the end of Regulation S-K Item 1502, Strategy. For the full text, see pages 852 through 855 of the...more
8/21/2024
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
After nearly two years of public comments and deliberation, the U.S. Securities and Exchange Commission (SEC) adopted a Final Rule on Mandatory Climate Disclosures (Final Rule). While less sweeping than initially proposed,...more
3/19/2024
/ Annual Reports ,
Climate Action Plan ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider in preparing...more
12/15/2023
/ 10b5-1 Plans ,
Board of Directors ,
Clawbacks ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Insider Trading ,
Popular ,
Proposed Rules ,
Proxy Season ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Stock Repurchases
The U.S. Securities and Exchange Commission (SEC) adopted final rules on July 26, 2023, requiring public companies to provide current disclosure, within what may be a short time window, about material cybersecurity incidents...more
8/8/2023
/ Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Required Forms ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
The U.S. Securities and Exchange Commission, on March 21, 2022, proposed detailed and wide-ranging requirements for publicly traded companies to disclose their greenhouse gas (GHG) emissions and climate risks in their...more
3/31/2022
/ Annual Reports ,
Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Greenhouse Gas Emissions ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
It is no surprise that more and more companies are issuing sustainability reports and broadly disclosing the effects of environmental, social, and governance (ESG) issues. A wide range of stakeholders are demanding this...more
7/14/2021
/ Business Strategies ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Reporting ,
Investors ,
Materiality ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Sustainability
When a significant volume of capital is raised from investors through nontraditional capital markets transactions, the U.S. Securities and Exchange Commission (SEC) is sure to follow with increased scrutiny. The SEC made that...more
4/13/2021
/ Capital Investments ,
Capital Markets ,
Corp Fin ,
Disclosure Requirements ,
Initial Public Offering (IPO) ,
Internal Controls ,
Private Investment in Public Equity (PIPEs) ,
PSLRA ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
The U.S. Securities and Exchange Commission recently adopted amendments to certain financial data and management’s discussion of financial information disclosure requirements in Regulation S-K. These amendments affect the...more
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
12/8/2020
/ Annual Meeting ,
Annual Reports ,
Board of Directors ,
CD&A ,
Coronavirus/COVID-19 ,
Disclosure Requirements ,
Diversity ,
E-Signatures ,
Enforcement Actions ,
Form 10-K ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Item 103 ,
Item 105 ,
Key Performance Indicators (KPIs) ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Questionnaires ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
The U.S. Securities and Exchange Commission on August 26, 2020, approved the first significant amendments to the rules governing the description of business, legal proceedings, and risk factor disclosures in SEC filings in...more
The U.S. Securities and Exchange Commission on July 22, 2020, adopted final amendments to its proxy solicitation rules to codify the SEC’s longstanding view that proxy voting advice generally constitutes a solicitation within...more
8/12/2020
/ Anti-Fraud Provisions ,
Disclosure Requirements ,
Filing Requirements ,
Investment Adviser ,
Proposed Rules ,
Proxy Advisors ,
Proxy Season ,
Proxy Solicitations ,
Proxy Voting Guidelines ,
Safe Harbors ,
Securities and Exchange Commission (SEC)
The U.S. Securities and Exchange Commission on May 21, 2020, adopted amendments to Regulation S-X (Reg S-X) for financial statements related to acquisitions and dispositions of businesses. SEC Chairman Jay Clayton stated that...more
The immediate and possibly severe financial and business impacts of the coronavirus (COVID-19) outbreak have resulted in public companies closely reviewing their public disclosures and related securities compliance. Many of...more
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
8/25/2019
/ Board of Directors ,
Caremark claim ,
Corporate Governance ,
DE Supreme Court ,
Disclosure Requirements ,
Diversity ,
Dodd-Frank ,
Duty of Loyalty ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Financial Reporting ,
Internal Controls ,
Oversight Duties ,
Popular ,
Regulation S-K ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation
The Securities and Exchange Commission (SEC) recently adopted rule amendments to modernize and simplify certain disclosure requirements in Regulation S-K and related SEC rules and forms under the Securities Act of 1933, as...more
5/2/2019
/ Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Incorporation by Reference ,
Look-Back Measurement Period ,
MD&A Statements ,
Regulation S-K ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
XBRL Filing Requirements
During 2018, the SEC issued rule updates and guidance that are intended to ease certain public reporting requirements and clarify the SEC’s position with respect to the shareholder proposal process. While the SEC is taking...more
12/13/2018
/ Board of Directors ,
CD&A ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Executive Compensation ,
No-Action Letters ,
Proxy Season ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Tax Reform
This week, the U.S. Securities and Exchange Commission (SEC) issued its first formal interpretative release on public company disclosure obligations relating to cybersecurity since the SEC Division of Corporation Finance’s...more
2/26/2018
/ Cyber Threats ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Insider Trading ,
Internal Communications ,
Interpretive Rule ,
Materiality ,
Policies and Procedures ,
Regulation FD ,
Securities and Exchange Commission (SEC)
In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more
12/13/2017
/ Audit Reports ,
Board of Directors ,
Broker-Dealer ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Form 10-K ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Rule 14a-8(i)(7) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more
12/1/2016
/ Annual Meeting ,
C&DIs ,
CalPERS ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Form 10-K ,
Glass Lewis ,
Golden Leash Arrangements ,
Institutional Shareholder Services (ISS) ,
Iran ,
Joint Comprehensive Plan of Action (JCPOA) ,
Non-GAAP Financial Measures ,
Pay Ratio ,
PCAOB ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Regulation G ,
Regulation S-K ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Universal Proxy Cards
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
Continuing the SEC’s recent focus on companies’ use of non-GAAP financial measures, the staff of the SEC Division of Corporation Finance issued updated guidance on May 17, 2016 that addresses compliance issues under...more