On August 25, the SEC adopted rule amendments that require registrants to disclose, in proxy or information statements in which executive compensation disclosure is required, information showing the relationship between...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
The SEC recently published its long-awaited proposal to amend Regulation 13D-G under the Exchange Act to modernize the SEC’s requirements for reporting beneficial ownership of securities. The SEC expects that the proposed...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
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
Prompted by concern over the increase in the risks and frequency of data breach incidents and other cyber-attacks affecting public companies, the Securities and Exchange Commission recently published interpretive guidance to...more
3/6/2018
/ Cyber Threats ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Financial Statements ,
Insider Trading ,
Interpretive Rule ,
Non-Public Information ,
Publicly-Traded Companies ,
Regulation FD ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC)
On December 4, the SEC approved a New York Stock Exchange rule change that prohibits the issuance of material news by listed companies in the period immediately after the official closing time for the NYSE’s trading session...more
The SEC recently proposed amendments intended to update, streamline and improve its disclosure framework and to reduce the compliance burden for public companies. The proposed amendments, which are detailed in the proposing...more
On September 21, the SEC and the staff of the Division of Corporation Finance issued new and updated interpretive guidance regarding the CEO pay ratio disclosure required by Item 402(u) of Regulation S-K. The guidance...more
10/2/2017
/ CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Item 402 ,
Median Employee ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Statistical Sampling