In all economic cycles, engaged public company boards and management teams do their homework on the wide range of potential strategic opportunities. In the current market environment, however, we have observed that an...more
On March 9, 2022, the Securities and Exchange Commission announced that it proposed rules that would expressly mandate cybersecurity disclosures by public companies. The rules would require disclosure of material...more
On December 15, 2021, the Securities and Exchange Commission announced that it proposed amendments that would impose new conditions on the availability of the Rule 10b5-1 affirmative defense, as well as new disclosure and...more
On November 24, 2020, the U.S. Securities and Exchange Commission (SEC) proposed changes to Rule 701 and Form S-8 under the Securities Act of 1933. While most of the initial attention has focused on the revisions that would...more
On March 12, the SEC voted (by a vote of three to one, with Commissioner Allison Lee dissenting) to approve amendments to the "accelerated filer" and "large accelerated filer" definitions to provide a narrow carve-out for...more
On Wednesday, in Salzberg v. Sciabacucchi, the Delaware Supreme Court unanimously held that charter provisions designating the federal courts as the exclusive forum for '33 Act claims are "facially valid," thereby reversing...more
The COVID-19 outbreak – now officially categorized by the World Health Organization as a global pandemic – has quickly developed into a historic public health crisis. As the response to the COVID-19 pandemic evolves and...more
The SEC has issued a new proposal, part of the Disclosure Effectiveness Initiative, to simplify and modernize Management's Discussion and Analysis of Financial Condition and Results of Operations and the other financial...more
On March 20, 2019, the SEC adopted, with a dissent by Commissioner Robert Jackson, changes to its rules and forms designed to modernize and simplify disclosure requirements. The final amendments, FAST Act Modernization and...more
On December 18, 2018, the SEC voted to adopt – finally – a proposal, initially released in 2015, to implement section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Section 955 mandated...more
On August 17, the SEC adopted final amendments relating to an ambitious housekeeping effort, "Disclosure Update and Simplification," a component of the SEC's disclosure effectiveness project. The final amendments address...more
The SEC has adopted new rules mandating the use of Inline XBRL (eXtensible Business Reporting Language) for the submission of financial statement information. Part of the SEC's disclosure modernization initiative, the...more
At the end of June, the SEC voted unanimously to amend the definition of "smaller reporting company," or SRC, allowing more companies to take advantage of the scaled disclosures permitted, on an item-by-item basis, for...more
In recent years, there has been an increase in Delaware breach of fiduciary duty claims (including stockholder demands and actual cases) asserted against public company boards alleging that the directors engaged in...more
In February, the SEC announced that it had adopted long-awaited new guidance on cybersecurity disclosure. While the new guidance builds on Corp Fin's 2011 guidance on this topic, it carries more weight because it bears the...more
ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of "newly public" companies (generally, companies that have gone public in 2014 or later). In short, the latest policies...more
Institutional Shareholder Services (ISS) and Glass Lewis (GL), the two most influential proxy advisory firms, recently released updates to their voting policies for 2017. Both ISS and GL issued policy updates on director...more
12/29/2016
/ Director Compensation ,
Directors ,
EBITDA ,
Glass Lewis ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Pay-for-Performance ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Shareholder Proposals ,
Shareholders ,
Total Shareholder Return (TSR)