As we noted in prior client alerts (available here and here), in 2023 the Securities and Exchange Commission (SEC) adopted amendments to its beneficial ownership rules. The amended rules include accelerated filing deadlines...more
Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than May 31, 2024.
The conflict minerals disclosure rules and related guidance have remained at...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following areas, which are described in more detail below:
- SEC Proxy Filing Requirements
- Proxy Statement Disclosures...more
Editor’s note: This is an updated version of our January 12, 2023, client alert. This update covers new staff SEC guidance addressing the options companies have when existing confidential treatment orders approach...more
A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission...more
On September 27, 2023, facing the prospect of a lapse of appropriations, the staff of the Securities and Exchange Commission’s Division of Corporation Finance published a summary of the anticipated impact on its operations of...more
10/5/2023
/ Division of Corporate Finance ,
EDGAR ,
Electronic Filing ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Government Shutdown ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Registration Statement ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Our 2024 annual guide to SEC filing deadlines and financial statement staleness dates has been released. Public companies should keep in mind key reporting deadlines, disclosure obligations and SEC holidays as they plan for...more
SEC Proxy Filing Requirements -
File proxy card, Notice of Internet Availability and other soliciting materials with the SEC. In addition to filing the proxy statement, companies should confirm that the proxy card, the...more
3/20/2023
/ Corporate Governance ,
Disclosure Requirements ,
Diversity ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Equity Compensation ,
Filing Requirements ,
Nasdaq ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Universal Proxy Cards
To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more
12/22/2022
/ Capital Markets ,
Capital Raising ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Financial Statements ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
On July 13, 2022, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, adopted amendments to the rules governing proxy voting advice businesses (proxy advisors), rescinding two components of the proxy rules...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards and...more
On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) proposed to amend Rule 144 to revise the holding period determination for securities acquired upon conversion or exchange of certain “market adjustable...more
U.S. Securities and Exchange Commission (SEC) rules require reporting companies to file material agreements as exhibits to periodic reports, registration statements and certain other disclosure documents. Often times those...more
On March 25, 2020, the U.S. Securities and Exchange Commission (SEC) issued a modified order extending the time period during which public companies impacted by COVID-19 may delay by 45 days SEC filings that otherwise would...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards...more
3/4/2020
/ Annual Meeting ,
Disclosure Requirements ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
Form 10-K ,
Form 8-K ,
NYSE ,
Proxy Materials ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Proposals ,
Stock Exchange
Companies have important decisions to make as they prepare for the 2020 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which we...more
12/3/2019
/ Annual Meeting ,
Annual Reports ,
Audits ,
Board of Directors ,
Corporate Counsel ,
Director Compensation ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
Glass Lewis ,
Hedging ,
Insider Trading ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Reporting Requirements ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2020. Companies also should be mindful of the 2020 financial statement “staleness” dates, the deadlines by which...more
On August 8, 2019, the Securities and Exchange Commission (SEC) announced proposed amendments to modernize the rules requiring description of business, legal proceeding and risk factor disclosures pursuant to Regulation S-K....more
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
3/8/2019
/ Annual Meeting ,
Annual Reports ,
Board of Directors ,
Diversity ,
EDGAR ,
Filing Requirements ,
Form 10-K ,
Form 8-K ,
Hedging ,
Listing Rules ,
Listing Standards ,
NYSE ,
Proxy Materials ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Say on Frequency Votes ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Smaller Reporting Companies
The SEC recently adopted amendments to disclosure requirements applicable to various registration statements and periodic reports, including minor changes to applicable form cover pages.
...more
Companies have important decisions to make as they prepare for their 2018 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which...more
12/4/2017
/ Annual Meeting ,
Auditors ,
Corporate Governance ,
Cybersecurity ,
D&O Insurance ,
Dodd-Frank ,
Executive Compensation ,
Filing Requirements ,
Pay Ratio ,
Proxy Access ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
On October 11, 2017, the U.S. Securities and Exchange Commission (SEC) voted unanimously to propose changes that would modernize and simplify the disclosure items in Regulation S-K and related rules and forms. The proposed...more
10/16/2017
/ Confidentiality Policies ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Item 303 ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Burden ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission’s (SEC) new rules requiring hyperlinked exhibits in SEC filings will be effective for most public companies on September 1, 2017....more
On March 1, 2017, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring issuers to include hyperlinks to exhibits listed in the exhibit index. The rules apply to most registration statements and...more
As companies finalize their proxy materials for annual shareholder meetings, they should consider the following U.S. Securities and Exchange Commission (SEC) filing and disclosure requirements. Ensure clarity on the proxy...more
3/16/2017
/ Annual Meeting ,
Annual Reports ,
Disclosure Requirements ,
EDGAR ,
Electronic Filing ,
Filing Requirements ,
Form 8-K ,
NYSE ,
Proxy Season ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Proposals ,
Universal Proxy Cards ,
Websites