We have outlined five governance considerations for assessing whether a company should respond, either in action or in words, to a sensitive issue or development. 1. Assess the issue’s relationship to the business. How does...more
On March 21, in one of its most significant rulemakings in recent years, the Securities and Exchange Commission proposed rules that would require public companies to provide investors with extensive, consistent, and...more
On March 21, 2022, the U.S. Securities and Exchange Commission (SEC) proposed its much anticipated rules requiring climate-related disclosure. The proposed rules, which are intended to provide investors with consistent,...more
On December 15, 2021 the SEC unveiled its long-awaited proposal to amend the requirements for securities trading arrangements adopted in reliance on Rule 10b5-1 under the Exchange Act. The proposed amendments would add new...more
On December 15 the SEC proposed new and amended rules that would require most reporting companies to provide more frequent and extensive disclosures about their share repurchase activity. A company engaged in share...more
On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public company’s...more
11/16/2021
/ Corporate Governance ,
New Guidance ,
No-Action Requests ,
Ordinary Business Exception ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
On August 26 the SEC adopted far-reaching amendments to Regulation S-K items that govern disclosures on business, legal proceedings, and risk factors in filings under the Securities Act of 1933 and the Securities Exchange Act...more
Below is a checklist of key changes and considerations that public companies should be aware of when preparing their Forms 10-K and proxy statements for the upcoming filing season. For ease of reference, we have divided the...more
On October 16 the SEC's Division of Corporation Finance issued Staff Legal Bulletin No. 14K (CF) (SLB 14K) to provide updated guidance on the application of the "ordinary business" exception to a company's obligation under...more
10/24/2019
/ Corporate Governance ,
New Guidance ,
No-Action Requests ,
Ordinary Business Exception ,
Proof of Ownership ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
The SEC’s Division of Corporation Finance recently announced changes to its process for responding to no-action requests that seek exclusion from proxy materials of shareholder proposals submitted under Exchange Act Rule...more
10/7/2019
/ Corporate Governance ,
New Guidance ,
No-Action Requests ,
Proxy Season ,
Proxy Statements ,
Regulatory Standards ,
Rule 14a-8 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
On August 8, the SEC proposed amendments to Regulation S-K to modernize required disclosures on business, legal proceedings and risk factors in Exchange Act and Securities Act filings. The proposed amendments represent the...more
8/28/2019
/ Corporate Governance ,
Disclosure Requirements ,
Investment Adviser ,
Judicial Proceedings ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Regulatory Requirements ,
Risk Factors ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
On March 20, the SEC voted to adopt amendments to Regulation S-K and related rules and forms in accordance with its mandate under the Fixing America’s Surface Transportation Act (FAST Act) to modernize and simplify disclosure...more
On October 23, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14J (CF) (SLB 14J) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public...more
In conjunction with the Equilar report, Corporate Governance Outlook 2018, featuring commentary by Hogan Lovells and Donnelley Financial Solutions, this webinar will explore upcoming trends for the 2018 proxy season and...more