Latest Publications


Supreme Court Limits Scope of Anti-Retaliation Protections for Whistleblowers Under Dodd-Frank

Supreme Court Limits Scope of Anti-Retaliation Protections for Whistleblowers Under Dodd-Frank: Rules That Protections Only Apply to Whistleblowers Who First Report Directly to the SEC - On February 21, 2018, in Digital...more

SEC Issues Interpretive Guidance on Public Company Cybersecurity Disclosures: Greater Engagement Required of Officers and...

On February 21, 2018, the Securities and Exchange Commission ("SEC") issued an interpretive release1 providing long-awaited guidance (the "New Guidance") to assist public companies in preparing disclosures about cybersecurity...more

BlackRock Publishes Updated Proxy Voting Guidelines

BlackRock, Inc. ("BlackRock") recently published its updated "Proxy Voting Guidelines for US Securities". Consistent with BlackRock's recent communications related to its investment principles, the guidelines emphasize...more

Reminders for Foreign Private Issuers for the 2018 Annual Reporting Season

This memorandum outlines certain considerations for foreign private issuers ("FPIs") in preparation for the 2018 annual reporting season. Part I of this memorandum discusses new developments and practical action items for the...more

Compensation Season 2018: Section 162(m) and Related Considerations Post-Tax Reform

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act includes significant changes to the executive compensation deduction rules contained in §162(m) of the Internal Revenue Code (the...more

US Tax Reform—Disclosure Considerations

On December 22, 2017, tax reform (the "Tax Act")1 was signed into law. The Tax Act will have significant implications for companies, including on their accounting and associated disclosure, as discussed below. The SEC’s...more

ISS Releases 2018 Voting Policy Updates

On November 16, 2017, Institutional Shareholder Services ("ISS") published updates to its benchmark proxy voting policy applicable to shareholder meetings held on or after February 1, 2018. The policy updates are the...more

House Committee Approves Bills that Would Repeal Conflict Minerals and Mine Safety Disclosure Requirements

On November 15, 2017, the House Financial Services Committee (the "Committee") approved two pieces of legislation that would repeal the conflict minerals and mine safety and health disclosure requirements promulgated under...more

SEC Releases Timely Guidance on Shareholder Proposals

On November 1, 2017, the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "SEC") released Staff Legal Bulletin No. 14I (the "Guidance"), providing guidance on the...more

ISS Issues Proposed Policy Changes for 2018 Proxy Season

On October 26, 2017, Institutional Shareholder Services ("ISS") issued draft proposed policy changes for the 2018 proxy season (the "Draft Changes").1 The Draft Changes for US companies are grouped in three categories:...more

The SEC's New Guidance Provides Additional Flexibility for Compliance With CEO Pay Ratio Disclosure

On September 21, 2017, the Securities and Exchange Commission ("SEC") issued an interpretive release and the staff of the Division of Corporation Finance (the "Staff") published separate guidance and revised Compliance and...more

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