While ESG issues have been a "hot topic" for several years, in recent weeks, the SEC has significantly increased its focus on the topic, paying particular attention to climate:
- Corp Fin to Focus on Climate Disclosure: On...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2021 annual reporting and proxy season.
Section I of this memo, which was...more
3/9/2021
/ Annual Reports ,
CD&A ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
This is Part I of a two-part memorandum series outlining key considerations from White & Case’s Public Company Advisory Group for US public companies during the 2021 annual reporting and proxy season.
Part I of this memo...more
On December 1, 2020, Nasdaq submitted a proposal to the SEC to adopt new listing rules related to board diversity and disclosure. If approved by the SEC, the new listing rules would require most Nasdaq-listed companies to...more
On October 16, 2020, the Securities and Exchange Commission ("SEC") adopted amendments to certain auditor independence requirements in Rule 2-01 of Regulation S-X. The amendments modernize the rules and "more effectively...more
11/11/2020
/ Acquisitions ,
Affiliates ,
Audit Reports ,
Auditor Independence ,
Beneficial Owner ,
FASB ,
Final Rules ,
Financial Reporting ,
Initial Public Offering (IPO) ,
Investor Protection ,
Loan Provision ,
Mergers ,
Private Equity Funds ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
On August 26, 2020, the Securities and Exchange Commission ("SEC") adopted amendments to crucial SEC disclosure requirements under Regulation S-K, including Item 101 (Description of Business), Item 103 (Legal Proceedings)...more
9/5/2020
/ Amended Rules ,
Disclosure Requirements ,
Human Capital ,
Item 101 ,
Item 103 ,
Item 105 ,
Modernization ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC)
These are unprecedented times, and companies are facing important issues as they navigate the current economic, political, and social climate. The COVID-19 pandemic and Black Lives Matter movement have put the spotlight on...more
8/17/2020
/ Annual Meeting ,
Black Lives Matter ,
Board of Directors ,
Business Continuity Plans ,
Carbon Emissions ,
Climate Change ,
Corporate Culture ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Diversity ,
Employee Benefits ,
Employee Rights ,
Employee Training ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
Ethical Standards ,
Filing Requirements ,
Fortune 100 ,
Green Finance ,
Human Capital ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Renewable Energy ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Socially Responsible Investments ,
Surveys ,
Sustainability ,
Workplace Safety
On April 2, 2020, the proxy advisory firm Glass Lewis announced that unedited company feedback may now be included with its proxy research reports and provided “directly to the voting decision makers at every investor...more
In light of the continuing impact COVID-19 is having on public companies, the Securities and Exchange Commission (the "SEC" or the "Commission") has taken several actions to provide "temporary, targeted relief to issuers"...more
March 14, 2020, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC” or the “Commission”) provided helpful guidance to issuers, shareholders and other market...more
3/20/2020
/ Annual Meeting ,
Broker-Dealer ,
Collaboration ,
Coronavirus/COVID-19 ,
Corp Fin ,
Corporate Issuers ,
Proxy Season ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Virtual Meetings
On March 4, 2020, the Securities and Exchange Commission (the “SEC”) issued an order (the “Order”) providing that, subject to certain conditions, public companies and other persons required to make filings with the SEC, would...more
The recent proposal by the SEC would eliminate overlapping or unnecessary disclosures and promote a principles-based approach to MD&A.
Background -
On January 30, 2020, the US Securities and Exchange Commission (the...more
The release of MD&A interpretive guidance on KPIs and metrics reinforces their key role in company disclosure.
On January 30, 2020, the US Securities and Exchange Commission (the “SEC”) published guidance on the disclosure...more
On January 24, 2020, the SEC’s Division of Corporation Finance released three new compliance and disclosure interpretations (“C&DIs”) related to revised Instruction 1 to Item 303(a) of Regulation S-K (“Instruction 1”),...more
2/10/2020
/ C&DIs ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Incorporation by Reference ,
MD&A Statements ,
Publicly-Traded Companies ,
Registration Requirement ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
This memorandum outlines key considerations from White & Case’s Public Company Advisory Practice for foreign private issuers (“FPIs”) in preparation for the 2020 annual reporting season. It describes our key considerations...more
1/23/2020
/ Annual Reports ,
C&DIs ,
Confidential Information ,
Corp Fin ,
Critical Audit Matters (CAMs) ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Private Issuers ,
Form 20-F ,
IFRS ,
Libor ,
Non-GAAP Financial Measures ,
Office of Foreign Assets Control (OFAC) ,
PCAOB ,
Personally Identifiable Information ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
State Sponsors of Terrorism ,
UK Brexit ,
XBRL Filing Requirements
On November 5, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the federal proxy rules that would enhance the SEC’s regulation of proxy advisory firms.1 The proposed amendments to Rules 14a-1,...more
11/22/2019
/ Anti-Fraud Provisions ,
Conflicts of Interest ,
Disclosure Requirements ,
Exemptions ,
Filing Requirements ,
Glass Lewis ,
Information Statements ,
Institutional Shareholder Services (ISS) ,
Proposed Amendments ,
Proxy Advisory Firms ,
Proxy Materials ,
Proxy Voting Guidelines ,
Public Comment ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Solicitation ,
Transitional Arrangements
On October 16, 2019, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (“Corp Fin”) issued Staff Legal Bulletin No. 14K (“SLB 14K”) addressing shareholder proposals. This guidance follows Corp...more
10/23/2019
/ Board of Directors ,
Division of Corporate Finance ,
Exclusions ,
Micromanagement ,
No-Action Requests ,
Proof of Ownership ,
Proxy Season ,
Rule 14a-8 ,
Rule 14a-8(i)(10) ,
Rule 14a-8(i)(7) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholder Votes
On August 21, 2019, the Securities and Exchange Commission (“SEC”), in response to increasing concerns that proxy advisory firms hold excessive sway over voting results, issued guidance (the “2019 Advisor Guidance”) that...more
On September 23, 2019, the Securities and Exchange Commission (“SEC”) charged accounting firm PricewaterhouseCoopers LLP (“PwC”) with improper professional conduct and violating auditor independence rules. The SEC also...more
9/26/2019
/ Cease and Desist Orders ,
Censures ,
Civil Monetary Penalty ,
Disgorgement ,
Enforcement Actions ,
Independent Audits ,
PCAOB ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Settlement
On September 6, 2019, the staff (the “Staff”) of the Division of Corporation Finance (“Corp Fin”) of the Securities and Exchange Commission (“SEC”) announced1 two significant changes to the Rule 14a-8 no-action process...more
On August 8, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments1 to crucial disclosure requirements under Regulation S-K, including Item 101 (Description of Business), Item 103 (Legal Proceedings) and...more
In light of the increased spotlight on environmental, social and governance (“ESG”) disclosures, White & Case’s Public Company Advisory Group conducted a survey of environmental and social (“E&S”) disclosures in the...more
6/27/2019
/ Annual Reports ,
Board of Directors ,
Corporate Culture ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Fortune 100 ,
Materiality ,
Oversight Duties ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Supply Chain ,
Surveys ,
Sustainability
New Proposed Rules Aim to Eliminate Auditor's Attestation Requirement on Internal Controls under SOX 404(b) for Smaller Reporting Companies with less than $100 million in Revenues -
On May 9, 2019, the SEC proposed...more
5/18/2019
/ Accelerated Filers ,
Attestation Requirements ,
Auditors ,
Emerging Growth Companies ,
ICFR ,
Internal Controls ,
Proposed Amendments ,
Public Comment ,
Publicly-Traded Companies ,
Regulatory Burden ,
Sarbanes-Oxley ,
Section 404 ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more
4/8/2019
/ Amended Rules ,
Audits ,
Board of Directors ,
Compensation Committee ,
Compliance ,
Confidential Information ,
Corporate Executives ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Issuers ,
Form 10-K ,
Incorporation by Reference ,
Initial Public Offering (IPO) ,
Investment Adviser ,
Investment Companies ,
Look-Back Measurement Period ,
MD&A Statements ,
New Guidance ,
Prospectus ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
In his March 15, 2019 speech1 at the 18th Annual Institute on Securities Regulation in Europe, William Hinman, Director of the Securities and Exchange Commission's ("SEC") Division of Corporation Finance ("Corp Fin"),...more
4/2/2019
/ Board of Directors ,
Climate Change ,
Corp Fin ,
Directors ,
Disclosure Requirements ,
Division of Corporate Finance ,
Environmental Social & Governance (ESG) ,
Investors ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
UK Brexit