On February 11, 2025, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") issued new and updated Compliance and Disclosure Interpretations on...more
3/12/2025
/ Beneficial Owner ,
Corporate Governance ,
Disclosure Requirements ,
Investors ,
Regulatory Requirements ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more
With the inauguration of US President Trump on January 20, 2025, public companies await the impact of the new administration on the US Securities and Exchange Commission ("SEC"). President Trump's pick for the next SEC Chair,...more
1/20/2025
/ Annual Reports ,
Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Foreign Issuers ,
Foreign Private Issuers ,
Form 20-F ,
Insider Trading ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Trump Administration
With the 2025 annual reporting season upon us, public companies should consider potential updates to their risk factors for their Form 10-Ks and 20-Fs in light of recent economic, political, technological, and regulatory...more
1/16/2025
/ Artificial Intelligence ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Form 20-F ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Technology Sector
On December 11, 2024, the United States Court of Appeals for the Fifth Circuit, in a 9-8 vote, struck down The Nasdaq Stock Market's ("Nasdaq") board diversity rules, holding that the Securities and Exchange Commission (the...more
12/18/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
The U.S. Securities and Exchange Commission's ("SEC") Division of Enforcement has recently brought a spate of enforcement actions relating to key topics for public companies. These include enforcement actions related to...more
Over the past year, the U.S. Securities and Exchange Commission (“SEC”) has intensified its focus on beneficial ownership reporting under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934 (“Exchange...more
10/25/2024
/ Amended Rules ,
Beneficial Owner ,
Capital Markets ,
Enforcement Actions ,
Filing Deadlines ,
Filing Requirements ,
Investment Funds ,
Popular ,
Publicly-Traded Companies ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
As we enter the second half of the year, it is once again time for many foreign private issuers (“FPIs”) to complete their annual assessment of FPI status. The determination of whether an issuer is an FPI must be made as of...more
Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more
3/18/2024
/ Annual Reports ,
Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
New Rules ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On October 10, 2023, the Securities and Exchange Commission ("SEC") adopted amendments to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g)1 of the Securities Exchange Act of 1934...more