As expected, the SEC has adopted final rules requiring the use of universal proxy cards in shareholder meetings involving non-exempt contested director elections held after August 31, 2022. In addition, certain amendments...more
11/18/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Nominee Directors ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Votes ,
Shareholders
On August 6, 2021, the Securities Exchange Commission (the “SEC”) approved Nasdaq Rules 5605(f) and 5606 on board diversity, which are the first of their kind to be implemented on a national scale in the United States. They...more
8/16/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Gender Equity ,
LGBTQ ,
Listing Rules ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Companies that count State Street Global Advisors as an investor should review its CEO Cyrus Taraporevala’s just-released annual letter on its proxy voting agenda, which has significant updates on voting policies with regard...more
1/12/2021
/ Board of Directors ,
Corporate Governance ,
Diversity ,
EEO-1 ,
Environmental Social & Governance (ESG) ,
Nasdaq ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
SASB ,
Task Force on Climate-related Financial Disclosures (TCFD)
On December 1, 2020, Nasdaq submitted a proposal to the SEC seeking approval of new listing requirements for board diversity. The stated goal of the proposal is to provide stakeholders with a better understanding of a...more
12/3/2020
/ Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Proposed Rules ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
Corporate secretaries of public companies will soon be updating their D&O questionnaires for the 2021 proxy season, and they should consider whether to include a question that allows directors to self-identify as diverse....more
Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more
1/22/2020
/ Audits ,
Board of Directors ,
Confidential Information ,
Corporate Governance ,
Corporate Social Responsibility ,
Critical Audit Matters (CAMs) ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Hedging ,
Institutional Shareholder Services (ISS) ,
MD&A Statements ,
New Guidance ,
No-Action Letters ,
Overboarding ,
PCAOB ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Regulation S-K ,
Risk Assessment ,
Securities ,
Securities and Exchange Commission (SEC) ,
Woman Board Members ,
XBRL Filing Requirements
On February 6, 2019, the SEC’s Division of Corporation Finance released Compliance and Disclosure Interpretations (identical Questions 116.11 and 133.13) advising companies on how they should disclose directors’...more
Banking is one of the most heavily regulated industries in the United States. In recent years, that regulatory burden has grown, as has the complexity of the risks faced by the industry....more
As many institutional investors have concluded, prevailing governance policies and practices have not produced desired board refreshment, which these investors would support in order to strengthen expertise, promote diversity...more
The 2015 audit was the first one for most companies under the PCAOB’s Auditing Standard 18, Related Parties. This Auditing Standard created new and expanded audit procedures for related party transactions; significant unusual...more