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SEC Adopts Amendments to Rule 10b5-1

On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted amendments to Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Plans adopted pursuant to Rule 10b5-1...more

Corp Fin Issues Sample Letter to Companies Regarding Recent Developments in Crypto Asset Markets

In light of the dislocation experienced by the crypto industry in recent months, as demonstrated through a number of highly publicized bankruptcies causing "widespread disruption" in the space, on December 8, 2022, the...more

SEC (Finally) Adopts Clawback Rules

On October 26, 2022, the Securities and Exchange Commission ("SEC") adopted its long-awaited final rules on clawbacks. Under these rules, companies listed on the NYSE and Nasdaq will be required to adopt "clawback" policies –...more

DOJ Announces Seven Director Resignations from Five US Public Company Boards in the Most Recent Wave of Reinvigorated Clayton Act...

On October 19, 2022, the Antitrust Division of the Department of Justice announced that seven directors resigned from five different US public company boards of directors following DOJ concerns that their roles violated...more

SEC Adopts Pay Versus Performance Disclosure Rules

On August 25, 2022, the Securities and Exchange Commission (the "SEC") adopted new rules implementing the pay versus performance disclosure mandated by Congress in the Dodd-Frank Wall Street Reform and Consumer Protection Act...more

Reminder: Voluntary ISS Annual Benchmark Policy Survey Due by August 31st

Earlier this month, Institutional Shareholder Services ("ISS") released its annual global benchmark policy survey (the "ISS Survey"). The ISS Survey includes questions on "hot topics" in corporate governance, and its results...more

Reminder: Nasdaq Board Matrix Disclosure Deadline is August 8th

Under Nasdaq's new Rule 5606, the board diversity disclosure rule, the deadline for most Nasdaq-listed companies to publicly disclose diversity statistics regarding their board of directors using a Board Diversity Matrix is...more

ESG Disclosure Trends in SEC Filings - Annual Survey 2022

The regulatory landscape for ESG disclosure by U.S. public companies faces potentially dramatic changes, with the Securities and Exchange Commission ("SEC") proposing rules that would mandate comprehensive climate change...more

SEC Issues Sample Comment Letter on Disclosure Obligations Related to Russia’s Actions in Ukraine; White & Case Surveys S&P 500...

On May 3, 2022, the Division of Corporation Finance ("Corp Fin") of the Securities and Exchange Commission ("SEC") posted a sample comment letter emphasizing companies' potential disclosure obligations related to direct or...more

SEC Proposes Long-Awaited Climate Change Disclosure Rules

On March 21, 2022, in a landmark proposal, the Securities and Exchange Commission ("SEC") proposed rules that would require public companies to disclose extensive climate-related information in their SEC filings....more

SEC Proposes Mandatory Cybersecurity Disclosure Rules

On March 9, 2022, the Securities and Exchange Commission ("SEC") proposed rules that would require public companies to make prescribed cybersecurity disclosures. The proposed rules would "strengthen investors' ability to...more

Key Considerations for the 2022 Annual Reporting and Proxy Season Part I: Form 10-K Considerations

This is Part I of a two-part series outlining key considerations from White & Case's Public Company Advisory Group for US public companies during the 2022 annual reporting and proxy season. Part I of this memo describes...more

SEC Focuses on Potential Misuse of Material Non-Public Information in Stock Trades: Proposed Amendments Regarding Rule 10b5-1...

To address what the SEC characterizes as "critical gaps" in its insider trading regime, on December 15, 2021, the Securities and Exchange Commission (the "SEC") voted unanimously to propose amendments to Rule 10b5-1 under the...more

In Another Win for Shareholders, SEC Adopts New Rules for Universal Proxy Cards in Contested Director Elections

In a win for activist shareholders, on November 17, 2021, the SEC voted to adopt final rules requiring the use in contested director elections of domestic issuers of "universal proxy cards," or proxy cards naming all director...more

NYSE Proposes to Amend Calculation of “Votes Cast” to Eliminate Confusion in Voting Standards

On September 29, 2021, the New York Stock Exchange ("NYSE" or the "Exchange") filed with the SEC a proposal to amend Section 312.07 of the NYSE Listed Company Manual to provide that a company must calculate "votes cast" on a...more

SEC Issues Sample Comment Letter as it Ramps Up Scrutiny of Climate Disclosures

On September 22, 2021, in a step that emphasizes the SEC's increased focus on climate change disclosure, the SEC's Division of Corporation Finance ("Corp Fin") issued a sample letter for public companies containing comments...more

NYSE to Re-Amend its “Related Party Transaction” Review Rule to Align More Closely with SEC Disclosure Requirements

On August 19, 2021, the New York Stock Exchange (“NYSE”) filed a proposal to amend its related party transaction rule for a second time in 2021. Below is a summary of the key developments regarding this rule change. What...more

Time to Revisit Risk Factors in Periodic Reports

Ninth Circuit Decision Highlights Importance of Updating Risk Factors to Address Material Developments, including those relating to Cybersecurity Risks. As companies prepare their periodic reports with the SEC, a recent...more

SEC Statements Suggest Heightened Insider Trading Scrutiny Even if Using a Rule 10b5-1 Trading Plan

Recent warnings from the US Securities and Exchange Commission ("SEC") and the US Congress could translate into more aggressive scrutiny of trading plans adopted pursuant to Rule 10b5-1 of the Securities and Exchange Act of...more

Key Considerations for the 2021 Annual Reporting and Proxy Season

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

SEC Adopts Amendments to Modernize Disclosures and Adds Human Capital Resources as a Disclosure Topic: Key Action Items and...

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

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