Voluntary carbon credit markets (VCMs) stand to play a growing role in global decarbonization efforts. Through its support of the generation, and subsequent purchase and sale, of carbon credits (or carbon offsets), VCMs can...more
With U.S. companies facing increased scrutiny of their environmental, social and governance (ESG) efforts and reporting, European Union (EU) incorporated companies — and companies incorporated outside the EU with operations...more
After a threatened accelerated timeline, and then several welcomed delays, the Securities and Exchange Commission (SEC) has approved final clawback policy listing requirements for both the NYSE and Nasdaq markets. The listing...more
More and more companies are voluntarily publishing reports to provide information about their operations and performance that goes beyond what is traditionally provided or required in financial statements and annual reports,...more
In October, the Securities and Exchange Commission (SEC) adopted Exchange Act Rule 10D-1, directing securities exchanges to adopt listing standards requiring listed companies to adopt and implement policies to recover...more
On March 21, 2022, the Securities and Exchange Commission (SEC) issued highly anticipated proposed rules that would require public companies to include climate-related disclosures in their annual reports and registration...more
In the past year, at least 16 public companies1 received shareholder proposals requesting they convert to benefit corporations. Benefit corporations (known in Delaware as public benefit corporations or “PBCs”) are for-profit...more
In the past year, at least 16 public companies1 received shareholder proposals requesting they convert to benefit corporations. Benefit corporations (known in Delaware as public benefit corporations or “PBCs”) are for-profit...more
Adding momentum to a decade-long trend, the Biden administration has accelerated the push for enhanced environmental, social and corporate governance (ESG) disclosures. While climate disclosures — such as carbon emissions —...more
Continuing a trend favoring a principles-based, materiality-driven disclosure regime, on August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the description of business (Item 101), legal...more
On July 16, 2020, Delaware adopted new amendments to its public benefit corporation statute, continuing a trend to make this relatively new corporate form more accessible. The amendments, among other things, (i) reduce...more
In February, the Securities and Exchange Commission (SEC) announced a settlement with Diageo plc, a London-based producer of liquor, wine and beer, for failure to make required disclosures of known trends and uncertainties,...more
With the aim of eliminating certain duplicative disclosures, and modernizing and enhancing Management’s Discussion and Analysis (MD&A) disclosures for the benefit of investors while reducing the compliance burden on...more
When preparing the Management’s Discussion and Analysis, or MD&A, sections of their upcoming Form 10-K filings and registration statements, companies should consider new Securities and Exchange Commission (SEC) interpretive...more
The Securities and Exchange Commission (SEC) has proposed amendments to simplify and enhance certain financial disclosure requirements in Regulation S-K. The proposed amendments, released January 30, 2020, would eliminate...more
With proxy and reporting season preparations in full swing, demands on time are high and resources might be limited, so we focus our reminders on new and changed disclosure items that might otherwise be easy to...more
12/18/2019
/ Annual Reports ,
Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Hedging ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities Regulation ,
XBRL Filing Requirements
On October 1, 2019, the Court of Chancery rendered an opinion in In re Clovis Oncology, Inc. Derivative Litigation, denying a motion to dismiss a Caremark claim for breach of fiduciary duty and reinforcing a director’s duty...more
10/15/2019
/ Board of Directors ,
Breach of Duty ,
CFOs ,
Clinical Trials ,
Compliance ,
Corporate Governance ,
Directors ,
Duty of Loyalty ,
Fiduciary Duty ,
Food and Drug Administration (FDA) ,
Motion to Dismiss ,
Oversight Duties ,
Prescription Drugs