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
In September 2023, the California Legislature passed Senate Bill 253, Climate Corporate Data Accountability Act (SB 253) and Senate Bill 261, Greenhouse Gases: Climate-Related Financial Risk (SB 261). California Gov. Gavin...more
9/27/2023
/ California ,
Disclosure Requirements ,
Governor Newsom ,
Greenhouse Gas Emissions ,
Legislative Agendas ,
Proposed Legislation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
State and Local Government ,
State Legislatures
In June 2023, the Public Company Accounting Oversight Board (PCAOB) proposed sweeping amendments to its auditing standards. Comment letters raise serious questions about the consequences of the proposed changes....more
On July 26, 2023, the U.S. Securities and Exchange Commission (SEC) voted 3-2 to adopt final rules that are intended to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and...more
7/28/2023
/ Compliance ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
New Rules ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Required Forms ,
Risk Management ,
Securities and Exchange Commission (SEC)
On May 3, 2023, the U.S. Securities and Exchange Commission adopted rule amendments requiring enhanced disclosures pertaining to issuers’ repurchases of equity securities. The new rules, prompted by a perception that some...more
Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than May 31, 2023. The conflict minerals disclosure rules and related guidance have remained at a...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
On February 15, 2023, the Securities and Exchange Commission (SEC) adopted final rule amendments that will shorten the standard settlement cycle for most broker-dealer securities transactions from two business days after the...more
There have been a number of notable recent developments in U.S. Securities and Exchange Commission regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on...more
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
/ 10b5-1 Plans ,
Beneficial Owner ,
Board of Directors ,
Capital Markets ,
Corporate Counsel ,
Corporate Governance ,
Cybersecurity ,
Disclosure ,
Final Rules ,
Insider Trading ,
Investors ,
Pay-for-Performance ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Risk Management ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Special Purpose Acquisition Companies (SPACs)
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
Companies have important decisions to make as they prepare for the 2023 annual meeting and reporting season.
We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more
Key Points - The first half of 2022 experienced a slowdown in SPAC activity when compared to recent years. Only 77 de-SPAC M&A deals were announced in the first half of 2022, compared to 167 de-SPAC transactions in the same...more
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
On June 3, 2022, the U.S. Securities and Exchange Commission (SEC) adopted amendments to modernize how certain information is filed or submitted to the SEC. In particular, the amendments will require, among other things, that...more
Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than May 31, 2022.
The conflict minerals disclosure rules and related guidance have remained at...more
On March 30, 2022, the Securities and Exchange Commission (SEC or Commission) proposed new rules that would impose additional disclosure requirements on initial public offerings (IPOs) by special purpose acquisition companies...more
On March 21, 2022, the Securities and Exchange Commission (SEC) voted 3-1 to propose long-anticipated rules mandating climate-related disclosures in companies’ annual reports and registration statements. The proposed rules...more
3/29/2022
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Proposed Rules ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
In light of the recent increased volatility in the global financial markets, a number of companies have raised questions regarding the desirability of repurchasing shares at reduced market prices. This alert addresses...more
3/22/2022
/ 10b5-1 Plans ,
Board of Directors ,
Confidential Information ,
Delaware General Corporation Law ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Repurchases
On February 25, 2022, the U.S. Securities and Exchange Commission (SEC) announced that it unanimously voted to approve proposed changes requiring certain institutional investment managers (managers) to report short...more
On March 9, 2022, the Securities and Exchange Commission (SEC) proposed rules that are intended to enhance and standardize disclosures regarding cybersecurity risk management, strategy and governance, as well as cybersecurity...more
As companies finalize materials for annual shareholder meetings, we recommend consideration of the following key requirements and disclosures:
SEC proxy filing requirements; website and submission requirements; proxy...more
3/7/2022
/ Annual Meeting ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Proxy Advisors ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders
On December 15, 2021, the U.S. Securities and Exchange Commission (SEC) proposed several amendments and new disclosure requirements intended to address what it perceives as potentially abusive practices engaged in by public...more
12/23/2021
/ 10b5-1 Plans ,
Comment Period ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Services Industry ,
Foreign Private Issuers ,
Insider Trading ,
Proposed Amendments ,
Public Comment ,
Securities and Exchange Commission (SEC) ,
Stock Repurchases
In preparation for 2022, reporting companies should be aware of the SEC filing deadlines and financial statement “staleness” dates that will apply to them, as well as recent regulatory reforms that may affect the preparation...more
Companies have important decisions to make as they prepare for the 2022 annual meeting and reporting season.
We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more
12/8/2021
/ Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Hart-Scott-Rodino Act ,
Insider Trading ,
MD&A Statements ,
Proxy Advisors ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals