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
On August 6, 2021, the Securities and Exchange Commission (SEC) approved the Nasdaq Stock Market’s (Nasdaq) proposal to amend its listing standards to encourage greater board diversity and to require board diversity...more
As anticipated, the staff in the SEC's Division of Corporation Finance has begun issuing detailed comments regarding climate-related disclosures.1 In February 2021, then Acting SEC Chair Allison Herren Lee announced that she...more
On August 19, 2021, the New York Stock Exchange (NYSE) filed an immediately effective rule change (Rule Proposal) restoring a transaction value and materiality threshold for related party transactions that require independent...more
8/26/2021
/ Audit Committee ,
Board of Directors ,
Disclosure Requirements ,
Independent Directors ,
Listed Company Manual ,
Listing Standards ,
NYSE ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On August 6, 2021, the Securities and Exchange Commission (SEC) approved1 the Nasdaq Stock Market’s (Nasdaq) proposal to amend its listing standards to encourage greater board diversity and to require board diversity...more
In prepared remarks on July 28, 2021, Chair Gary Gensler of the Securities and Exchange Commission (SEC) set forth key considerations for the staff to address in the SEC’s forthcoming rulemaking proposal on mandatory climate...more
On June 7, 2021, in prepared remarks for the CFO Network Summit, Securities and Exchange Commission (SEC) Chair Gary Gensler identified several areas of focus for SEC staff with respect to Rule 10b5-1 under the Securities...more
As a reminder, conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 1, 2021.
The conflict minerals disclosure rules and related guidance...more
During his Senate confirmation hearing for chair of the Securities and Exchange Commission (SEC), Gary Gensler said he would adhere to the U.S. Supreme Court’s view of materiality: Information is material (and should...more
In preparation for 2021, 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
Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis recently announced updates to their proxy voting guidelines for the 2021 proxy season. These updates reflect institutional investors’ increased...more
12/14/2020
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Special Purpose Acquisition Companies (SPACs)
On December 1, 2020, the Nasdaq Stock Market filed a proposal with the Securities and Exchange Commission (SEC) to amend its listing standards to encourage greater board diversity and enhanced diversity disclosures for...more
On November 19, 2020, the Securities and Exchange Commission (SEC) adopted amendments to certain financial disclosure requirements of Regulation S-K, including those applicable to the Management’s Discussion and Analysis of...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 September 9, 2020, the staff of the SEC Division of Corporation Finance (Staff) updated CF Disclosure Guidance: Topic No. 7 (Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2) to explain the...more
On August 26, 2020, the Securities and Exchange Commission (SEC) voted 3-2 to modernize Regulation S-K rules requiring business description, legal proceedings and risk factor disclosures. The amendments are intended to update...more
On June 23, 2020, the Division of Corporation Finance (the Division) of the U.S. Securities and Exchange Commission (SEC) issued CF Disclosure Guidance: Topic No. 9A (Guidance) on disclosures focusing on the impact of...more
On May 21, 2020, the Securities and Exchange Commission (SEC) adopted extensive changes to the financial disclosure requirements for business acquisitions and dispositions. The amendments are intended to reduce the complexity...more
5/29/2020
/ Acquisitions ,
Amended Rules ,
Disclosure Requirements ,
Dispositions ,
Financial Reporting ,
GAAP ,
IFRS ,
Income Test ,
Investment Test ,
Management Adjustments ,
Popular ,
Pro Forma Financial Information ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Tax-Free Spin-Offs
As a reminder, conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 1, 2020. This remains true despite the impact of COVID-19, given that...more
As public companies approach an unprecedented earnings season due to the COVID-19 outbreak, U.S. Securities and Exchange Commission (SEC) Chairman Jay Clayton and Division of Corporation Finance Director William Hinman issued...more
In light of the recent downturn and increased volatility in the global financial markets due to the COVID-19 pandemic, a number of companies have raised questions regarding the best practices and desirability of repurchasing...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
On March 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments that reduce and simplify the financial disclosure requirements applicable to registered debt offerings for guarantors and issuers of guaranteed...more
3/9/2020
/ Amended Regulation ,
Corporate Issuers ,
Debt Securities ,
Disclosure Requirements ,
Financial Statements ,
Guarantors ,
Parent Corporation ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
As health organizations and governments around the world work to contain the coronavirus (COVID-19), businesses should be mindful of the various ways the virus may impact their operations and employees. The wide range of...more
3/5/2020
/ Acquisitions ,
Anti-Discrimination Policies ,
Business Interruption ,
Capital Markets ,
Centers for Disease Control and Prevention (CDC) ,
Commercial Contracts ,
Coronavirus/COVID-19 ,
Corporate Restructuring ,
Cybersecurity ,
Derivatives ,
Disclosure Requirements ,
Employment Policies ,
Equity Securities ,
Force Majeure Clause ,
Global Economy ,
Leveraged Finance ,
Life Sciences ,
Mergers ,
OSHA ,
Popular ,
Public Health ,
Public Safety ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Supply Chain ,
Virtual Meetings
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