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Proposed Climate Disclosure Rules for Public Companies

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

New Climate and ESG Disclosures Are Likely: Are Federal Grant and Loan Recipients the Next Targets?

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

Living in a Material(ity) World: SEC Adopts Regulation S-K Amendments Rooted in Materiality

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

In Enforcement Action, SEC Underscores Heightened Scrutiny of KPIs in MD&A Reporting

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

SEC Gives Management’s Discussion and Analysis (MD&A) a Makeover

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

MD&A’s Makeover, Part II: Interpretive Guidance on the Use of KPIs and Metrics in MD&A

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

MD&A’s Makeover, Part I: Proposed Amendments to Financial Disclosure Requirements in Regulation S-K

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

Making a List and Checking it Twice: Preparing for the Most Wonderful Time of the Year – Annual Report and Proxy Season

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

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