The Delaware Supreme Court on July 11 partially reversed the Delaware Court of Chancery decision in Kellner v. AIM ImmunoTech, which had held that certain advance notice bylaw provisions were “facially invalid,” holding...more
The US Securities and Exchange Commission (SEC), Division of Corporation Finance on June 24, 2024 issued five Compliance and Disclosure Interpretations (C&DIs) on its website to address questions raised by its requirement for...more
Stockholder plaintiffs’ law firms have recently filed several virtually identical complaints in the Delaware Court of Chancery challenging often used public company advance notice bylaws as facially invalid. Against this...more
The US Securities and Exchange Commission (SEC) completed a historic rulemaking on March 6, 2024 by adopting new rules requiring public companies to disclose certain climate-related information in registration statements and...more
In Kellner v. AIM ImmunoTech, the Delaware Court of Chancery held that certain advance notice bylaw provisions were invalid. While the decision engages in a fact-specific analysis of many aspects of AIM ImmunoTech’s advance...more
In a historical rulemaking, the US Securities and Exchange Commission (SEC) on March 6 adopted rules that require public companies to disclose certain climate-related information in registration statements and annual reports....more
In preparing for both the 2024 proxy season and publication of inaugural or refreshed corporate social responsibility or sustainability reports, as well as in anticipation of final climate disclosure rules from the SEC as of...more
Entities in the energy industry are subject to a vast amount of reporting regulations. Earlier this year, the Securities and Exchange Commission (SEC) finalized rules regarding the disclosure of cybersecurity attacks, adding...more
The US Securities and Exchange Commission (SEC) adopted amendments on October 10, 2023 to the rules governing beneficial ownership reporting on Schedules 13D and 13G and provided guidance on the rules’ application. The...more
California Governor Gavin Newsom signed into law two watershed climate bills on October 7, 2023 that will require companies with significant revenue to make climate-related disclosures starting in 2026. The stated purpose of...more
The US Securities and Exchange Commission (SEC) adopted on July 26, 2023 final rules and amendments for mandating disclosure regarding cybersecurity risk management, strategy, governance, and incident reporting, including...more
8/2/2023
/ Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
The New York Stock Exchange (NYSE) and Nasdaq, on June 5 and June 6, respectively, amended the proposed listing standards they previously submitted to the US Securities and Exchange Commission (SEC) to extend the compliance...more
Last fall, the US Securities and Exchange Commission (SEC) announced that it had adopted new rules directing national securities exchanges, including the New York Stock Exchange (NYSE) and Nasdaq, to establish listing...more
In Garfield v. Boxed Inc., the Delaware Court of Chancery held that a stockholder’s counsel was entitled to an $850,000 fee resulting from the benefit conferred upon the company by alerting its board of directors that an...more
Environmental, social, and governance (ESG) matters are now the subject of significantly greater regulatory scrutiny and are becoming a more prominent part of public companies’ mandatory filings, shareholder proposals, and...more
The US Securities and Exchange Commission (SEC) on December 14, 2022, finalized amendments to Rule 10b5-1 that will both amend the Rule 10b5-1(c)(1) affirmative defense to insider trading liability and create new disclosure...more
The US Securities and Exchange Commission (SEC) announced on October 26, 2022, that it has adopted new rules directing national securities exchanges, including the New York Stock Exchange and Nasdaq, to establish listing...more
The US Securities and Exchange Commission (SEC) announced on August 25, 2022, that it has adopted new rules to require enhanced pay for performance disclosure that will apply to 2023 proxies for calendar year-end issuers....more
The US Securities and Exchange Commission on July 13 proposed amendments to the shareholder proposal rule, which governs the process for including or excluding a shareholder proposal in a company’s proxy statement....more
In a historical proposed rulemaking, the US Securities and Exchange Commission marked the first time it has indicated that climate-related disclosure is material information that all public companies must provide regardless...more
Public companies should consider the impact of new sanctions on Russia in assessing risk factor disclosure for upcoming annual reports on Form 10-K and quarterly reports on Form 10-Q. ...more
The US Securities and Exchange Commission has proposed amendments to its rules regarding disclosure about issuer repurchases of its equity securities, often referred to as buybacks, including a new proposed Form SR to be...more
The environmental, social, and governance (ESG) landscape is being shaped by the establishment of various ESG standards and frameworks (summarized and compared herein), many of which have been adopted on a voluntary basis by...more
In the US Securities and Exchange Commission staff’s most recent guidance addressing environmental, social, and governance (ESG) investing, the staff of the Division of Examinations released an April 9 Risk Alert noting...more
4/16/2021
/ Business Plans ,
Business Strategies ,
Capital Investments ,
Corporate Counsel ,
Corporate Governance ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Internal Controls ,
Investment Management ,
Popular ,
Publicly-Traded Companies ,
Risk Alert ,
Securities and Exchange Commission (SEC) ,
Sustainability
The Nasdaq Stock Market (Nasdaq) announced that it had submitted a proposal to the US Securities and Exchange Commission (SEC) seeking approval of new listing rules to advance board diversity and increase transparency to...more
12/7/2020
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Gender Equity ,
LGBTQ ,
Listing Rules ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation