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SEC’s Climate Disclosure Rules: Balancing Compliance Amid Legal Uncertainty

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

SEC Adopts Climate-Related Disclosure Rules

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

How New Cyber Incident Reporting Regulations Impact Energy Companies

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

California Requires Companies to Disclose Climate Change Risks, GHG Emissions

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

SEC Adopts Rules on Mandatory Cybersecurity Disclosures

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

SEC Adopts Significant Changes to Rule 10b5-1 Affecting Trading by Insiders

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

SEC Finalizes Pay Versus Performance Disclosure Rules

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

How Public Companies Can Prepare for the SEC’s Proposed Climate-Related Disclosure Rules

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: Consider Russia and Ukraine in Upcoming Risk Factor Disclosure

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

ESG Considerations for Investment Managers and a Review of Current ESG Standards and Frameworks

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

Nasdaq Proposes New Board Diversity Composition and Disclosure Requirements

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

SEC Adopts Amendments to Modernize and Enhance Management’s Discussion and Analysis and Other Financial Disclosures

The US Securities and Exchange Commission (SEC) announced that it voted on November 19, 2020 to adopt rules to modernize, simplify, and enhance certain financial disclosures required of public companies under Regulation S-K. ...more

Division of Corporation Finance Issues New Proxy Guidance

Updated for the first time in more than a decade, the new guidance for proxy rules and statements provides significant changes to certain disclosure requirements in the context of proxy solicitations....more

SEC Reproposes Rules for Resource Extraction Issuers

The Proposed Rules call for enhanced disclosures by companies in the oil, natural gas, and mining industries. On December 11, the Securities and Exchange Commission (SEC or the Commission) reproposed rules (the Proposed...more

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