BCLP hosted its annual CLE event, "Public Company Update and Other Trending Topics,” in St. Louis recently.
Some of the key issues covered by the event, along with some takeaway considerations for companies, include the...more
2/11/2025
/ Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Financial Services Industry ,
Insider Trading ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Securities Regulation ,
Stock Options
Although not new, eligibility to use Forms S-3 and S-8 and Rule 144 depend on compliance with SEC electronic filing rules. ...more
As calendar-year companies prepare for upcoming quarterly reports, here are some updates and reminders...more
The SEC has scheduled a public meeting for July 26, 2023 to, among other things, “consider whether to adopt rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and...more
What happened -
The SEC staff recently issued 15 interpretations (see Sections 128D and 228D) relating to its new Pay versus Performance (PvP) rules....more
More than seven years after their original proposal, the SEC adopted new rules requiring companies to disclose metrics reflecting the relationship between executive compensation actually paid and the company’s financial...more
The SEC recently adopted amendments mandating that certain documents and forms, including Forms 144, be submitted electronically, rather than in paper form. The Form 144 electronic filing requirement will begin six months...more
Now that we are knee deep in annual meeting season, companies should consider preparing for “what if” questions that may arise during Q&A based on current events. For example, shareholders (including employee shareholders)...more
Despite a California superior court’s recent ruling against a 2020 California law (AB 979), the move toward increasing board diversity is alive and well, as proxy advisory firms, institutional investors, Nasdaq and others...more
Spring-loading - awarding equity awards before announcing material good news - was in the headlines 15 years ago but still surfaces on occasion, notably when in July 2020 Kodak made large grants to executives the day before a...more
Considerations for companies planning for next proxy season should include the following:
Risk Factors -
..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more
11/3/2021
/ Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Form 10-K ,
Incentive Compensation ,
MD&A Statements ,
NYSE ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Votes ,
Shareholders
The next Form 10-K filing for most companies will be their first filing required to comply with the revised Management’s Discussion and Analysis (Item 303 of Regulation S-K) requirements adopted by the SEC in November 2020....more
10/1/2021
/ Biden Administration ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
As discussed in our March 4, 2021 and March 17, 2021 posts, Allison Herren Lee, then the Acting Chair of the SEC, previously issued a Public Statement and delivered a speech announcing the SEC’s enhanced focus on...more
Reverses Position on $120,000 Threshold -
On August 19, 2021, the New York Stock Exchange further revised its definition of a “related party transaction” to include the $120,000 quantitative threshold under Item 404 of...more
The SEC today approved Nasdaq’s board diversity proposal, which will require each Nasdaq-listed company to publicly disclose information on the voluntary self-identified gender and racial characteristics and LGBTQ+ status of...more
As companies prepare upcoming periodic reports, they should focus on carefully reviewing and updating their risk factors. Some of the considerations may include...more
7/13/2021
/ Adverse Events ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Executive Orders ,
Form 10-K ,
Form 10-Q ,
MD&A Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Assessment
Companies listed on the New York Stock Exchange should review their policies on related party transactions and related processes to confirm they are consistent with recent revisions to the applicable NYSE rules. ...more
On May 21, 2020 the Securities and Exchange Commission adopted a number of amendments intended to reduce the complexity of financial disclosures required for business acquisitions and dispositions by U.S. public companies....more
Our world is changing on a daily – if not hourly – basis, as we deal with unprecedented challenges brought on by the COVID-19 pandemic. This Q&A provides public companies with U.S. securities laws and corporate governance...more